


Operation: Pit-Spawn

by Marfacat



Series: Starscream But In Really Weird Scenarios [6]
Category: Transformers - All Media Types, Transformers: Prime
Genre: By the end of this Soundwave will have turned emoticons into a love language, Canon Divergence, Canon-typical Decepticon bastardry, Enemies to Lovers, Intimate shoulder-patting, Laserbeak is somehow the voice of reason, M/M, Manipulative Behavior, References to Abuse, Social Awkwardness, Soundwave is Trying, Soundwave is a very competent dude, Soundwave is goblinsexual and he HATES IT, Soundwave is not fluent in Starscream, Starscream being Starscream, slow-burn, these two being a pair of assholes, unless you're asking him to navigate personal relationships
Language: English
Status: In-Progress
Published: 2020-04-24
Updated: 2020-12-26
Packaged: 2021-03-02 00:20:29
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 15
Words: 22,637
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23825950
Author URL: https://archiveofourown.org/users/Marfacat/pseuds/Marfacat
Summary: "Based on the data he'd compiled, analyzed, organized, and kept to himself, he was going to have to get his servos in the metaphorical muck and pull this disaster out by himself.He really, really hated Starscream."(Begins shortly after Rock Bottom.)
Relationships: Soundwave/Starscream
Series: Starscream But In Really Weird Scenarios [6]
Series URL: https://archiveofourown.org/series/1524788
Comments: 719
Kudos: 543





	1. Commencing Operation

**Author's Note:**

> This is just another WIP to add to the pile. I've had this sitting around for awhile now, and decided to do something with it (quarantine makes things painfully monotonous, I need variety, damnit!)
> 
> There is not enough SoundStar content in this fandom! I'll try to do it justice.

Starscream was not like Soundwave. 

He may have been, at one point- perhaps he had understood loyalty and social niceties and  _ decency_ _,_ a very long time ago- but now, and for as long as Soundwave had known him, Starscream operated on some weird logic that used an odd combination of pragmaticism and deeply subjective personal biases.

That is to say, Starscream couldn’t perceive of a world outside of his own experiences, and so his ideas of right and wrong were entirely rooted in personal relationships. He lacked an ideology.

That wasn’t to say that he was completely unable to conceive of such concepts as loyalty- but his basis for any devotion was his fondness for the figure or cause in question, and  that  was determined by whether or not he thought they treated  him ‘fairly.’

Soundwave had always found the mech to be remarkably shallow and self-centered. He would admit that he had come to enjoy his various humiliations over the course of the war, simply because Starscream disgusted him.

... That being said, repeated brutal and emotionally scarring punishments took their toll, and Starscream was the Second in Command for a  reason. He was clever, creative, and most importantly a  _ very  _ useful strategist and Air Commander. 

Yes, Soundwave mused, watching the seeker alternate between pacing and crouching in the corner of his quarters, Starscream was an  asset, and he was currently falling apart at the seams.

He hadn’t recharged in almost a week. Not for lack of trying, of course- but every time he had started to drift off, something brought him screaming back to reality, clawing ribbons into the berth.

In the halls, the seeker would stick close to the sides, hunched in on himself and casting fearful little glances over his shoulder every few seconds as if someone were waiting to strike from the shadows.

This would be tolerable, and perhaps even amusing, if this skittish behavior hadn’t also been affecting his work. 

Over the past few months, Starscream’s performance had declined with his mental health- he made critical oversights, errors in logic and judgement, and was too wrapped up in fixing his own tattered sense of self-worth to make responsible decisions. 

Ordinarily, Soundwave would have reported it to Megatron and sat back to watch the drama unfold, but... Sadly, one could not simply  _ replace  _ Starscream. 

Megatron had tried. Multiple times. 

Soundwave hated it. He  _ hated _ that the cause he’d devoted his functioning to relied so heavily on such a fickle, self-absorbed idiot. 

He was not like Starscream, however, and he _knew_ how to work with mechs that he greatly disliked. 

See, Megatron had some unfortunate (and rather stupid, if you asked Soundwave) ideas about ‘strength’ and ‘worthiness’ and other such things that tended to cloud his judgement when it came to managing the Decepticons. 

Over the eons, Soundwave had learned to keep most of his findings to himself in order to assure that the faction would continue to function properly. 

That being said, he was not a mech of direct action. He compiled, analyzed, organized, and occasionally shared pertinent data to the cause. His job was to know everything, and to figure that which he didn’t out. 

Based on the data he’d compiled, analyzed, organized, and kept to himself, he was going to have to get his servos in the metaphorical muck and pull this disaster out by himself. 

He really,  really  hated Starscream.

...

Commencing Operation: Pit-Spawn.

Objective: fix Starscream’s spiraling mental health.

Phase One: building trust.

Soundwave had observed that Starscream was better able to perform his duties when he felt he had companionship. Someone to spend time with, talk at, and receive emotionally reassuring pets from.

The seeker, having lost his trinemates and therefore his support system, had been all over the place for the past two million years to find himself a companion.

His current victim was Knockout (who was also insufferable in his own special way, but far more tolerable than the glitched seeker).

  
It didn't take a genius to be able to tell that the medic was getting sick of him. A pinched expression here, a clenched servo there- little things in his body language were beginning to spell hostility and discontent.

That wouldn't suffice at all.

So, when Starscream approached Soundwave with a stack of reports (looking like he was going to fall into stasis at any moment), Soundwave put his plan into action. 

“Here,” the seeker said flatly, dropping the datapads on Soundwave’s console. 

He hooked his tendrils into the ports, downloading all the information they contained. When Starscream turned to leave, the spymaster grabbed his shoulder. The seeker regarded him suspiciously. 

“... What?”

“I would like your opinion on this matter,” said an older clip of Megatron, from the beginning of the war. ( _Oh_ ,  to be back at the start of all this...)

“ _Which _ matter?” Starscream snapped, eyeing the the servo that steadfastly remained latched to his shoulder. 

Soundwave quickly pulled a random datapad off the top of the pile.

“This one,” he said, using a clip of a drone. Starscream impatiently powered it on, scanning it critically, before furrowing his optical ridges.

“You want my opinion on the decreased output of mine B-7?” He deadpanned.  


Soundwave fought the urge to bridge himself into a volcano.

“... Yes.” 

Soundwave steered Starscream out of the bridge, still firmly holding his shoulder. Non-violent physical contact would be paramount in helping him build trust, after all.

For some reason, the paranoid seeker was beginning to get nervous. 

“Um. Soundwave?” He tittered nervously, like one of the noisy little ‘birds’ that inhabited Earth’s skies.

Soundwave  _ hated _ birds. Lazerbeak had collided with one, once, and it had taken an entire _day_ to pick the disgusting gristle out of her seams. 

Useless, noisy, obnoxious creatures- only ever serving to get in the way.

Yes, Starscream was very much like a  _ bird. _

“Wait- Soundwave, you’re  _ hurting _ me-” Starscream squeaked, and the spymaster abruptly loosened his grip. Unfortunately, he’d left slight dents in the seeker’s shoulder pauldron. 

Slag. So much for 'non-violent physical contact.'  Soundwave’s servo moved further down, resting on Starscream’s back-thruster in an attempt to rebuild whatever rapport he'd lost.  


The seeker’s walking pace stuttered to a stop, and he extricated himself from Soundwave’s hold immediately.

“I  _ demand _ to know the meaning of this!” He snapped. “If you think you can _dent_ me and then just- just  _ feel me up-_” 

“I would like your opinion on this matter,” Soundwave repeated, gesturing to the datapad. Starscream glared suspiciously at him.

“There’s nothing to  _ say!  _ It’s an old mine, and the vein is running dry!” He ghosted a servo over the dents in his shoulder. “I’m going to go get this fixed up. Goodbye, Soundwave.” 

He turned on his heel and stomped off.

Phase one: failure.


	2. He Likes Food

**Summary for the Chapter:**

> Starscream is Shaken. Soundwave mentally ejects himself into the sun. Lazerbeak is surrounded by idiots.

**Notes for the Chapter:**

> Aaaaa y'all, thanks so much for all your support so far!!! You're the best :))))

Starscream could barely contain his shaking when he arrived at the medbay. 

It wasn’t the minor injury that scared him- no, Megatron had dealt much worse- but the  _ perpetrator _ of the action.

During his time in the Decepticons, Starscream had gotten into the habit of organizing the mecha around him into two categories: safe and unsafe.

The drones were safe. Knockout was safe, as was Breakdown. 

Airachnid was unsafe. Megatron was  _ very _ unsafe.

Soundwave, apparently, was no longer a member of the first category. 

When he entered, Knockout hardly glanced up from his datapad. 

“Had another run-in with Big M, I presume?” He drawled, picking at his claws. 

“... Soundwave, actually,” Starscream replied, trying not to allow his voice to waver. 

Knockout synthesized a whistle, a habit he’d picked up from imitating the humans. Starscream found it to be rather annoying.

“What did you do to torque _him_ off?” The medic asked. Starscream’s wings dipped to jut straight out of his back at a perpendicular angle, tense as always.

“I didn’t do  _ anything!_” Knockout waved him over to the medical berth with a hum.

“Somehow, I doubt that,” he said. 

“But I  _ didn’t!_” Starscream protested. “I just dropped off some reports and he grabbed me by the shoulder and walked me down the hall, and then he- he  _ squeezed, _ completely unprovoked!” 

Knockout collected his tools, glancing at him curiously.

“You didn’t say anything inflammatory  at _all?_ ” He needled, raising an optical ridge. Starscream scowled at him.

“No,” he snapped. “And I don’t appreciate your tone,  _ Doctor_ _._ ”

Knockout held up his servos in mock surrender. 

“Alright, alright,” he conceded, gently removing the pauldron from Starscream’s shoulder. “Still- you have to admit that it sounds  weird.” Starscream shivered as the cool air touched his delicate shoulder-joint, not enjoying the vulnerability of having it exposed. 

“That’s not even the  half  of it,” he muttered. “After he let go of my shoulder, he- he put his servo on my  back-thruster!  Right in-between my  _ wings!_” 

Knockout glanced at him from where he was working out the dents in the piece of armor. 

“I’m afraid I don’t follow,” he said. Starscream huffed.

_ Grounders. _

“Well, I’m sure  you  wouldn’t enjoy it if- if Soundwave wrapped an arm around your _waist,_ or grabbed one of your _wheels_ out of the blue!” He snapped. Knockout shuddered. 

“... I see,” he said, grimacing. Starscream glanced about nervously, wondering if Soundwave could hear what he was saying.

“I can’t tell whether or not he’s  _ threatening _ me!” He hissed, clenching his servos into fists to keep them from shaking. "This is just- just the  _ last  _ thing I need right now! I already have to win back Lord Megatron's favor, and Airachnid is vying for my position, and- and  _ really,  _ the  _ nerve-_”

"Finished," Knockout interrupted, swiftly reattaching his shoulder pauldron. Starscream pursed his lips.

"Right, then," he muttered, standing and brushing an imaginary speck of dirt off his chestplate. "I'll just be going." 

He made for the door.

"Starscream?" Knockout called after him, and the seeker couldn't stop his wings from lifting hopefully at the prospect of continuing their conversation.

"Er- yes?" He asked, turning around. 

Knockout's face had fallen into something almost concerned. Starscream's spark clenched a bit at the idea that someone was even _slightly_ invested in his wellbeing, but he quickly squashed that train of thought before he could become disgustingly sentimental.

"Get some sleep. You're in desperate need of a good defrag cycle," the medic advised. 

Starscream's optic twitched. It wasn't as if he was losing recharge on  purpose!

"Right," he muttered. "Goodbye." 

He left the med-bay in stiff, quick strides, acutely aware that he was under the constant surveillance of someone who wanted to hurt him.

...

Lazerbeak was laughing at him. 

Soundwave sent a warning pulse over their bond, but that only served to increase her amusement.

He'd known of the cultural significance of seekers' wings, of course, but he hadn't realized that their bizarre reverence for the appendages extended to the area _around_ them, as well!

This was a major setback in his plans. It could take  _ years _ to rebuild Starscream's trust after that incident- and he didn't _have_ years. 

Perhaps he should perform a series of gestures that could serve to assure the anxious idiot that his slip-up had not set a new precedent for his conduct in the future-

_ Or you could apologize to him, _ Lazerbeak suggested.  _ Is that not what one does to express embarrassment or remorse? _

... She had a point, there. Still, some part of Soundwave instictively balked at the idea of putting himself in a position of submission to _Starscream's_ whims-

_ I thought you weren't  _ like  _ Starscream, _ his symbiote interrupted.  _ I thought you were willing to work with mecha you dislike. _

Lazerbeak needed to watch her tone. It was greatly unappreciated.

_ You only think that when I'm right. _

Well, if she was so sure of what he should be doing, perhaps she could _enlighten_ him on how exactly he should go about it?

_ Certainly. Pay attention, this is a highly detailed plan for a sensitive mission. One misstep could make this entire debacle a complete waste of time,  _ she replied.

Soundwave was intrigued. On occasion, his symbiote would cook up some truly devious schemes. He was proud of her for putting so much thought into this.

_... You walk up to _ _him,_ she said slowly, _ and you apologize.  _

Soundwave stopped his work for a moment, and physically looked down at his impudent symbiote where she was docked in his chest. Lazerbeak was completely unrepentant.

_ Perhaps bring him a cube, too,  _ she added smugly.  _ He likes food. _

Soundwave decided that it was time for Lazerbeak to go on a long recon mission.

...

_ His knees dug into the grit on the floor of the abandoned mine. Dust was in the air, clinging to his vents. He could taste it in his mouth.  _

_ He knew why his master had decided to do it here: this was  _ his _ turf. One last reminder to Starscream that he was living in  _ Megatron's  _ world, on  _ Megatron's _ terms.  _

_ One final slap in the face. _

_ Suddenly, he was staring down the barrel of a fusion cannon. Megatron was talking, but Starscream could only focus on the brightening core of his signature weapon.  _

_ He was frozen in place, unable to speak or move as he was faced with his own imminent demise.  _

_Without warning, a spindly servo came to rest on his shoulder. It gradually tightened its grip until his plating was buckling, and still he couldn't move or look away from the now fully charged fusion cannon in his face. _

_ There was a searing flash of purple, and- _

Starscream awakened with a strangled cry, clawing long furrows into his berth.

His venting was shallow, and his frame was getting warm. He yanked his shaking servos out of his berth and clung instead to his forearms, attempting to regain his bearings. 

_ Just a flux, just a flux, just a flux- _

He was startled by a knock at his door, and took several long seconds to compose himself. 

A second knock sounded, more insistently.  Finally, Starscream wobbled to his pedes and went to the door.

When he opened it, he felt as if something had punched him in the chest. 

"S-Soundwave," he stammered, gripping the doorframe like it was a lifeline. "What are you- I mean, to what do I owe the pleasure?"

The spymaster held out a cube.

"Apologies," he said, using a recording from a drone. 

Starscream glaced between his visor and the proffered cube warily. Soundwave pushed it forward a little more insistently. 

" _Apologies_ ," he repeated, increasing the recording's volume slightly. 

Gingerly, Starscream took the offering. 

"Erm. Thank you, Soundwave," he said awkwardly. 

The spymaster gave him one firm nod, and left without a sound. 

Starscream looked at the cube in his trembling servos and shuddered.

**Notes for the Chapter:**

> It is oft said that Soundwave is in possession of the Lone Decepticon Braincell, but nay. 'Tis Lazerbeak. 
> 
> Thanks for reading!!! Don't forget to comment or leave kudos if you enjoyed! :)


	3. Ping!

**Summary for the Chapter:**

> Soundwave un-fucks things, then fucks them up again. Starscream really, really doesn't need this kind of stress in his life.

**Notes for the Chapter:**

> Thanks for all the support!!! You guys are awesome :)

Starscream tested the contents of the cube for poison ten times. 

He'd originally only intended to do five, but once he'd reached the fourth test he realized he'd forgotten to check for chemicals that reacted explosively with coolant, so he had to finish up his first set and do a second one correctly.

Was it rational? No.

Was it a wasteful use of his resources? Yes.

Did that stop him, frenzied as he was at the moment? Absolutely not.

By the time he felt at ease, he'd gone through a fourth of the cube and half the non-reusable materials from his poison testing kit. His desk was littered with small tubes containing perfectly benign results, all testaments to the fact that his fuel was safe.

Even so, he spent a good five minutes staring at it before deciding to just get it over with.

When he took the first sip, his chemoreceptors immediately registered magnesium additives- his favorites. Soundwave had added the perfect amount, as well: two and a half scoops. Starscream stiffened. That was not a coincidence. 

Was this a power move of some sort? A silent reminder that nothing could be hidden from the all-seeing spymaster? Was his apology a sick form of _mockery?_

Starscream dismissed the thought as soon as it entered his panicked processor. Soundwave did not rely on threats and power displays- in fact, Starscream got the impression that he preferred to be underestimated. Besides, Soundwave's idea of psychological torment involved blackmail and intentionally poorly-hidden cameras in one's private quarters. Starscream had been on the receiving end of such treatment frequently enough to be familiar with the spymaster's style: He was subtle, but he was  _ honest. _

Which meant that Soundwave, for some reason, was expressing sincere remorse.  Starscream sipped his fuel, leaning back against his desk as he turned that revelation over in his mind.

Tentatively, he placed Soundwave back in the 'safe' category. 

...

Soundwave un-tensed slightly as he watched Starscream finally,  _ finally  _ drink his cube. 

Phase one of Operation: Pit-Spawn had been salvaged. A foundation for trust had been laid- now, it needed to be built upon. 

Starscream was a shallow, fickle creature; a self-serving opportunist who took no interest in the people around him unless it benefitted him personally. What he needed was a mech-shaped complaint receptacle that occasionally patted his back and told him he was doing a good job. 

In order to be accepted into that trusted position, he would need to appeal to Starscream's rampant, unchecked attention-seeking complex. 

That would not be difficult at all.

...

The next morning, Starscream growled as a ping appeared on his HUD for the third time.

_ Your performance is adequate. _

_ -Soundwave _

He didn't know what game Soundwave was playing, but he was not amused.  


If the spymaster had been trying to persuade him to do something, he would have been more straightforward. Even if Soundwave  had been attempting to manipulate him, he would have done a better job of it. Starscream's recent unfortunate circumstances warranted no such praise- he was floundering, and everyone knew it.

Airachnid was primed to replace him at the first sign of a mistake, he just  knew  it. He could see it on her face while she and Megatron  _ conspired,  _ as if they had anything in common at all, as if she had even a  _ fraction  _ of the history  _ he _ had with their master!

There was no doubt about it: Soundwave was  mocking him. He sent a ping back:

_ I don't appreciate your so-called 'sense of humor,' Soundwave.  _

_ -Starscream _

There. Hopefully, that would do the trick.

Starscream took a deep in-vent and made his way to the bridge, wings held high and posture stiff. As far as he was aware, the only outward signs of his recent stress were his duller finish and clenched fists. 

Another day, another round of-

He received another ping:

_ Amendment: Your performance is greater than adequate. :) _

_ -Soundwave _

He stopped in his tracks, gobsmacked by the audacity.

So that was how it was going to be, then? Fine.

_ Frag off. _

_ -Starscream _

He took a moment to un-tense, shook his servos to loosen them up, and continued on his way.

He was untouchable. He was strong. He didn't care what other people thought, because he was a grown mech, and-

Ping.

_ Amendment of amendment: Your performance is exemplary. :) :) _

_ -Soundwave _

Starscream's optic twitched, and his stride becamd more of a stomp.

Ping.

_ Amendment of amendment of amendment- _

His wings hiked up further in irritation.

Ping.

_ Amendment of amendment of amendment of- _

His jaw was clenched so tightly it was beginning to ache. 

Ping.

_ Amendment of amendment of- _

Ping.

_ Amendment of amend- _

Ping.

_ Amendmen- _

Ping.

Ping.

Ping.

Starscream disabled his notification system and kicked the wall with an enraged roar.

That was a mistake. He hissed and hopped back, grabbing his throbbing pede.

"Oh, laugh it up, you pathetic  _ voyeur!_" He shouted, optics darting around the corridor for hidden cameras he  knew  were present. "One day, he'll get sick of  _you,_ too!"

He put his pede back down, and glanced around to make sure that no one had seen his embarrassing outburst. Thankfully, he was alone.

Starscream reset his vocalizer, straightened back up, and continued along at his usual quick stride as if nothing had happened.

...

Soundwave almost recoiled at Starscream's outburst.  _ Almost. _

He had been under the impression that the seeker's show of hostility was a ploy to receive more generous compliments. He knew that was a thing shallow people often did.

_ You are making too many assumptions,  _ Lazerbeak piped up.

She was mistaken. Soundwave did not  _assume,_ he drew logical conclusions supported by solid evidence. 

_ Did you really think he would not consider behavior that is out of the ordinary to be suspicious, s_ _imply because you believed that his desire for positive attention would overpower his survival instincts?_

Perhaps there was a grain of truth there- Starscream was a very paranoid individual. Soundwave would simply have to acclimate him to his change in behavior.

_After_ the seeker re-activated his notification systems.

_ That was not my point,_ Lazerbeak replied tiredly. _You are allowing your distaste for him to affect your approach, and it is having a negative impact on your chances of succeeding in this task._

Soundwave ignored her, because she was wrong. He knew exactly what he was doing.  


Lazerbeak sent him a pulse of annoyance, but dropped the subject.

  
  


**Notes for the Chapter:**

> Soundwave does not have a lot of nice things to say about Starscream lmao
> 
> Thanks for reading!!!! Don't for get to leave comments or kudos if you enjoyed!!! :)


	4. Sidelined

**Summary for the Chapter:**

> Airachnid is an asshole, and Megatron isn't much help. Starscream's bad day gets worse. Soundwave plots.

**Notes for the Chapter:**

> Hey guys!!!! Thanks so much for all your support, comments are my primary motivator to keep writing! Here's another one! :)

When Starscream reached the bridge, Airachnid was hovering near the throne, discussing something with Lord Megatron in low, hushed tones. Probably planting  _ lies  _ into his big, stupid, brutish head.

That was  _ Starscream's  _ job!

She spared his entrance only a quick glance. Megatron didn't look at him at all.

Well, then. That was fine. Unlike  _ some _ people, he could prove his worth without simpering at his master's pedes all day long. 

With a derisive flick of his wing, he made his way to the only remaining empty console to download his reports. It was a pity they could no longer be received across a wireless connection, but they stuck to hardline connectors as often as possible to avoid making information available to just _anyone_ who had access to Decepticon frequencies.

He pulled his datapads out of his subspace one at a time, stacking them neatly on top of each other in the correct order-

"Hello,  _ Starscream,_" Airachnid purred, a little too close to his back for comfort.

Starscream yelped and whipped around, forcing her to take a step back to avoid being smacked by his wings.

"That's  _ Commander  _ to you,  _Insecticon_ ," he growled. 

Airachnid frowned slightly at that.

"Arachnicon,  actually," she corrected smoothly, "but I can understand how the...  _ Uninformed  _ observer could be mistaken." 

"I don't care," Starscream replied flatly. "What do you want?" 

Airachnid's smile was  dripping  with ill-intent. 

"What's a little small-talk between  _ friends?_" She asked.

"I don't  _ have  _ friends," Starscream snapped, drawing stares from a couple nearby drones, "and  _ this _ is an _unwelcome distraction._ I have  work  to do!" 

Airachnid clicked her tongue in mock-concern.

"So  _ touchy,_" she purred, reaching for the stack of datapads. "Are you feeling well? I could take some of that work off your-"

Without thinking, Starscream slapped her servo away from his datapads.

" _Don't touch those! _ " He shouted, wings pitching down. 

The entire bridge went silent, and Starscream bristled as he became the center of attention. Airachnid was smiling, but he could feel the irritation swirling in her field.

"Is there something wrong, Starscream?" Megatron asked, approaching them with slow, measured steps.

Starscream's wings pressed together, and he leaned into the console. He  _ knew _ the afthead was boxing him in on purpose.

"A-Actually, my liege..." He stammered, then glanced at Airachnid's smug, stupid face and felt his resolve solidify. " _She _ was _harassing_ me when I repeatedly made it clear that I did not wish to be bothered!" He jabbed a digit in Airachnid's direction.

Megatron raised an optical ridge, unimpressed.

"Is that so?" He asked. "And what, may I ask, was keeping you so busy?"

Fear zinged through Starscream's circuits like an electrical current, and the optics on him suddenly felt predatory. He squashed his instincts down as best he could- he hadn't done anything wrong, after all.

"I was gathering my reports," he said, cursing his voice for wavering. "Just like I do every day."

Airachnid was smirking at him now, and Starscream couldn't help but feel that he missing something crucial- as if he was walking into a trap.

"Usually, you receive them from Soundwave- am I correct?" Megatron asked, stepping closer. Starscream nodded mutely. "Then, why are you over  _ here?_"

_ Well, my liege, Soundwave is a fragging pain in my aft. _

He couldn't say  _ that, _ though. Starscream quailed under Megatron's hard, impatient stare. 

"I simply felt the need for a... A change in pace?" He squeaked. 

Megatron hummed.

"I suppose that is understandable," he said, sharing a knowing glance with Airachnid that made Starscream's lines boil. 

"Does he appear rather...  _ Fatigued _ to you, Lord Megatron?" Airachnid asked, not taking her eerie gaze off of him. Starscream felt like cornered prey.

"An astute observation, Airachnid," Megatron agreed. "How troublesome- I need my officers  _ alert _ to perform their duties."

Starscream's internals felt like they were turning to slag, and he hunched in on himself defensively.

"I assure you, my liege, I am _fully_ capable of carrying out my responsibilities!" He interjected. 

Megatron and Airachnid shared another look. Starscream wanted to gouge out the arachnicon's optics.

"Perhaps you are, as you said, in need of a 'change in pace,'" Megatron mused, eyeing him in much the same way as he did terrified Autobot prisoners. "Why don't you go on a scouting mission? Soundwave will accompany you."

Starscream's spark dropped into his tanks.

"Wh-What?" His wings dropped involuntarily. "But- what about my responsibilities  _ here?_"

He already knew the answer. Everyone already knew the answer.

Megatron smirked.

"Airachnid here is fully capable of fulfilling them while you are...  _ Otherwise indisposed,_" he said. "I will notify Soundwave when you are to report back with your findings."

The warlord stalked back to his throne, leaving Starscream to gape at his retreating back.

"Don't worry," Airachnid cooed tauntingly, and Starscream couldn't suppress a flinch as she patted the shoulder he'd recently had repaired, "I'll keep everything running smoothly while you're gone."

Starscream scowled, snatched his datapads off the console, and put them in his subspace.

"See to it that you do," he snapped. "I'd  _ hate _ to see you learn firsthand how our Master rewards  _ incompetence._"

Airachnid raised an optical ridge still wearing that infuriating smirk.

"I believe I already am ," she replied, looking him up and down. 

Starscream snarled and stomped off.

...

Soundwave and Lazerbeak shared a sigh of exhaustion after watching the debacle on the bridge. 

_ Should I begin preparation for Operation: Murder Part 234.5, Airachnid Edition?  _ Lazerbeak asked. Soundwave sent a pulse of affirmation, and the minicon began reviewing files of their unwelcome guest's known weaknesses. 

This was _precisely_ why Starscream needed to keep it together. When his performance slipped, Megatron had a tendency to go looking for replacements with little regard to whether or not they were actually _suited_ to the position of Second in Command.  Who would even serve as Air Commander in Starscream's absence? Soundwave cursed the seeker's egocentricity and his Lord's misplaced trust in deserters. 

When he reached the hangar, Starscream was waiting for him, tapping a pede impatiently.

"Took you long enough," he snapped.  


It had taken Soundwave less than a minute, actually.  He flashed their destination on his visor, and Starscream huffed.

"Let's get this overwith," he muttered, transforming and blasting off without another word.  Soundwave allowed Lazerbeak to undock and followed at a more sedate pace. 

Once they reached the region of interest, Soundwave pinged Starscream with a remote set of coordinates to land at.  The seeker's lack of response reminded him that his notifications were still disabled.

Oh, dear. He would have to be creative.

The spymaster pulled up directly below Starscream, well within the field of his lower visual sensors, and waited until he was certain the seeker was paying attention to him.

He proceeded to transform into root mode and drop like a stone.

Starscream banked sharply in alarm, and Soundwave waved at him just before he fell through a layer of clouds.  After a few long seconds, Starscream was speeding after him. 

_ '-ndwave?  _ Soundwave?! _ What in the Pit do you think you're  _ doing?!'

Wonderful- he'd turned his communication systems back on!

Soundwave transformed back into his alt-mode and pinged him the earlier coordinates.  Starscream sent him a rude glyph in response, but followed after him anyway.

Commencing Operation: Pit-Spawn, Phase Two: Demonstrating Companionability.  
  


Inwardly, Soundwave smiled. He was confident that he would be met with success. 

**Notes for the Chapter:**

> Goddamnit, Soundwave.
> 
> Thanks for reading!!! Don't forget to comment or leave kudos if you enjoyed! :)


	5. Blame It On The Weather

**Summary for the Chapter:**

> Starscream goes apeshit, then he and Soundwave surprise each other.

**Notes for the Chapter:**

> Hi!!! Thank you so much for all your support, y'all are the best! 😊😊

As it turned out, Soundwave had brought them to a region close to the planet's nothern pole. The 'tundra,' he'd heard it called. 

Joy.

Starscream was too angry for his usualacrobatics, and made it known by transforming higher in the air than was advisable and landing in a heavy crouch.

It was almost like stomping, except it ran a significantly higher risk of damaging something important. Doing so also accidentally kicked up a spray of disgusting, wet snow.

Starscream didn't care. He was upset, and he would express it.

Soundwave landed silently nearby. Fragger thought he was so perfect. The pit-spawned frozen fluff was hardly even disturbed. 

Starscream stomped right up to him.

"What do want, Soundwave?" He snapped. "Haven't you  _ tormented _ me enough today?"

Soundwave tilted his head, inscrutable as ever. Starscream just knew, on some level, that he was _laughing_ at him.

"I hope you're happy with yourself. This?" He gestured to the frozen emptiness around him. "This is  _ your  _ _fault!_ If you had just  _ left me alone, _ I would have stuck to routine, and Lord Megatron would never have put Airachnid in my place! Pit, he's even taken away my agency in my  own scouting mission by relaying orders to  _ you  _ instead of _me!_ "

Soundwave did nothing to convey that he had heard anything Starscream was saying. He just... Stared, hidden optics boring into Starscream's spark with the intensity of  a _ fusion cannon, burning bright and hot-_

"I just- do you even know what you've  _ done? _ No, of course you do.  Of _course_ you know exactly what you're doing, because you _always_ just have to know  _ everything,  _ don't you?" Starscream began pacing, servos and wings flitting about frantically as he descended into panic. 

"It doesn't  matter how hard I've worked, how much I do for this cause- no, you just want to see me _fail,_ don't you? You think I can be replaced by that- that  _ bottom feeder?!_" He clenched his fists. "I don't understand how he expects me to turn over a new leaf when he keeps allowing me to be  _ undermined _ by his pet deserter!"

He whipped back around to face Soundwave, silently demanding an explanation for his struggles. The spymaster's visor flashed a clip from some human broadcast, displaying one of the fleshy, bristled vermin in all its disgusting glory.

"Dude, you need to chill," it said. 

Starscream's optic twitched. His anger increased exponentially. 

"Oh?" He asked, taking a step closer. 

Soundwave didn't move, tilting his head as if to say 'Do you  really  want think that's a good idea?' 

It wasn't. It _really_ wasn't.

Starscream didn't care. 

"I'll show you ' _chill! _ '" He snarled, launching himself at the spymaster. 

Soundwave was close enough that he didn't quite have time to dodge, and they landed in a tangled heap in a snow-drift. Starscream grabbed a handful of the stuff and clumsily slathered it across his visor.

"What do you think _now,_ Soundwave?" He shrieked, voice tinged with hysteria as he smeared the melting snow into Soundwave's face. "Am I 'chill,' now?  _ Is this 'chill' enough for you?!_"

In a flash, Soundwave pinned him down, straddling his lower back and holding him in place with a firm servo shoving his head into the ground.

Starscream spat out a mouthful of slush and thrashed desperately, blindly swiping behind his head in hopes of hitting something. 

" _I hate you!_ " He screeched. "I hate _you,_ and your stupid flying _rat!_ I hate you- I'll _kill you-_ get  _ off _ of me!"

"Negative," Soundwave replied, using a clip of Shockwave's voice. 

Hearing the voice of his old hated colleague was like pouring gasoline into a grease fire. The seeker screamed in rage, feeling his pointed armor scrape the frozen dirt under the snow as he struggled violently beneath his captor.  He felt cables wrap around his wrists and harshly pin them next to his head.  


Starscream shrieked something incomprehensible, not entirely certain himself what he was trying to say. He was being smothered in cold wetness, feeling it clog his vents and get into his joints.

"Behave yourself-" said a clip of Megatron, and Soundwave switched back to Shockwave, "-This is entirely unproductive."

" _Go pitch yourself in a smelting pit!_ " Starscream shouted, spluttering as more snow ended up in his mouth. The grip on the back of his head tightened, and he felt his neck cramp.

"Pipe down, you absolute nincompoop!" Soundwave used a clip of Starscream yelling at a drone and dug his slim digits into the seeker's seams.

Something about hearing his own voice berating him broke through the haze of frothing rage that had settled over his processor, snapping him back to reality. Starscream stilled, feeling the weight of the consequences of his actions squeeze the air out of his vents.

Well- _that,_ and Soundwave, who was still sitting on his back.

He just lay there for a moment, listening to the whirr of his fans.  Slowly, Soundwave loosened his grip and eased himself off of Starscream's person. 

The seeker stayed limp, waiting until Soundwave was no longer pinning him down to push himself up on his servos and knees. He staggered to his pedes, noting the scuff marks that littered his body with displeasure.

They stared at each other a moment. 

"I..." Starscream trailed off lamely, pressing his lips together. He shivered as a breeze blew past, worsening the growing chill in his systems.

Soundwave would most likely tell Megatron about his flagrant misconduct, and that would be _it._ He'd been given one more chance to prove himself, and he'd _attacked the communications officer!_

Lazerbeak swooped down to dock with her carrier. Soundwave opened a groundbridge, gesturing for Starscream to go first.

He trudged onto the  _ Nemesis _ like a mech condemned to die. It wasn't a far-fetched comparison.

...

Soundwave was, simply put, extremely displeased.

He had been nice. He had given compliments. He had even let Starscream yell at him, and attempted to assuage his anxiety.

And _how_ had the ungrateful idiot repayed him? A  _ tantrum. _

He felt his jaw tighten under his mask. Part of him wanted to report everything to Megatron and watch him beat the unruly brat into scrap metal. 

... But, that would accomplish nothing. In fact, Megatron terminating Starscream would likely be a hindrance to the Decepticons in the long run- he was the only one of them who really knew how to properly run a military faction, loathe as Soundwave was to admit it. 

Besides, he would rather have Starscream, who insulted Lazerbeak, than Airachnid, who looked at the minicon like she wanted to _eat_ her. 

He watched Starscream's plating tighten and shiver, wings low and held close together. He was hunched, quaking, and  covered in scratches and melting snow. He made for a truly miserable sight.

Clearly, he had become more hysterical than Soundwave had anticipated. If anything, this was a sign that he needed to be working faster. 

When they reached the command deck, Starscream's wings were all pressed inward, low on his back. Soundwave stayed by his side.  Megatron raised an optical ridge at them.

"I did not order you to return, Soundwave," he said suspiciously. Starscream tensed up.

Hastily, Soundwave fabricated a weather report and sent it to the ship's systems before displaying it on his visor. 

It was a stretch, but Earth's climate was unpredictable enough that a massive blizzard over much of the northern pole wasn't unrealistic- especially not to his Lord, who didn't care to learn much about their chaotic host planet in the first place.

Megatron scrutinized him.

"I see," he hummed. Starscream quivered. "I suppose that explains your appearances. Next time, I advise you to ensure the weather conditions are stable enough to actually scout, Soundwave."

Starscream blinked in confusion and looked at Soundwave, who helpfully tilted his visor in the seeker's direction. 

"Go see Knockout for repairs," Megatron grunted, dismissing them both with a careless wave of his servo. Airachnid watched them intently, her gaze worryingly calculating.

Soundwave grabbed Starscream's arm and tugged him out, letting go once they were a fair distance down the corridor.

Starscream was gaping at him. Soundwave found his gobsmacked expression to be rather amusing, and took a snapshot. 

"Go see Knockout for repairs," he said, playing back Megatron's earlier words. 

Starscream snapped out of it with a few rapid blinks and a shake of his head.

"Right," he squeaked, "of- of course. Um..." He cycled through several different expressions in a few seconds. "Goodbye."

He left with quick, clipped strides, posture tense and awkward. 

_ Not bad,  _ Lazerbeak said.  _ There may be hope for this yet. _

Soundwave didn't respond, too busy staring after Starscream's retreating back. 

The little fragger hadn't even _thanked_ him.

...

Several hours into the night cycle, Soundwave stood alone in the command center, working diligently at his console. Nothing of particular interest was happening.

Airachnid was playing some sick game with a winged organic she'd picked up from somewhere. The drones, except the sentries, were recharging. Knockout and Breakdown had found his cameras again and so were sadly unable to alleviate his boredom with their... Entertaining activities. Megatron had disappeared into his quarters hours ago. Lazerbeak was dozing in her dock, presence on her end of the bond muted.

Starscream was up and about, flitting nervously around his room as he read the same five datapads over and over again in the same exact order. Finally, he set them down, stared at the wall for a long moment, tapping his digits nervously against his thigh plating, and left his quarters.

Soundwave felt a pang of irritation when the seeker made a beeline for the energon storage, swiped a cube, and scurried off. He offlined his optics and counted to ten.

Of  _ course _ the obnoxious miscreant was stealing rations, of _course-_

Quick, hurried little steps  _ clack_ed into the Command Center. A vocalizer primed itself behind him.

"Er- Soundwave," Starscream greeted nervously. Slowly, the spymaster turned around and tilted his head. Starscream's plating clamped down over his protoform. "I- um, I just wanted to say..."

He stopped, cycled a vent, and continued. 

"I... Don't know why you did what you did, but..." He fidgeted, optics darting about in his effort to avoid looking directly at Soundwave. "I appreciate it. And, uh- I wasn't quite certain how to- that is, what I could get for you that- I... I don't know what you like, so- I got you this."

He held the cube out weakly, making a nervous little bird-titter. It didn't sound near as annoying to Soundwave as it usually did. The spymaster accepted the offering, and Starscream reset his vocalizer nervously.

"So- um- thank you," he stammered awkwardly. "And I... I'm- What I- that is, earlier- huh- uh... Hm. Just- there you go." He gestured lamely at the cube in Soundwave's servo.

The spymaster reached out and gently patted Starscream's shoulder. 

The seeker flinched when the first one landed, squeezing his optics shut with a squeak. He pried them open after a second, glancing between Soundwave's visor and his servo like it was a dormant Insecticon.

Ah, he was confused. Soundwave displayed a smiling emoticon on his visor to provide additional context. 

Starscream's optical ridges furrowed, but a hesitant little smile tugged at the corners of his mouth. 

"Ah... Right," he said. "I'll just- be going, then. Goodnight, Soundwave."

Soundwave gave him a single nod. Starscream returned it automatically, and scurried out of the Command Center.

Soundwave stared at his cube for a moment.

Curious. How very curious, indeed.

**Notes for the Chapter:**

> Neither of these two has an ounce of charisma to save their lives. They're getting there.
> 
> Thanks for reading!!! Don't forget to leave comments or kudos if you enjoyed! 😊


	6. On The Positive Side Of Neutral

**Summary for the Chapter:**

> Airachnid is a dick. Soundwave is distracted. Starscream is a lil shit. A trio of Eradicons are having a terrible day.

**Notes for the Chapter:**

> Hey, guys! Thanks so much for all the support, here's another one! :)

The next morning, Soundwave still couldn't keep his mind off of Starscream's peace offering.

His first instinct was to consider that the seeker was genuinely grateful, but that felt... _Wrong_ , somehow. Too easy.  Was it truly an act of gratitude, or was he trying to pander to Soundwave now because he saw the potential for allyship?

No- Soundwave had seen him attempt to recruit people for his machinations. He had a tendency to start behaving like 'a corrupt politician in a bad holodrama,' according to Lazerbeak.

Soundwave was inclined to agree. Starscream was a _terrible_ actor, despite his reputation for lying. His ridiculous performances were probably even the source of it. 

Perhaps he was afraid of him, then, and wished to persuade him not to inform Lord Megatron of his recent misconduct?

No- Starscream knew that Soundwave would then have to admit that he had lied.

...Unless he believed it was a larger scheme set up by Lord Megatron to catch him in an act of disloyalty?

No, that was patently ridiculous. Soundwave would entertain that notion no longer.

Perhaps, then, he really  was being sincere?

Further evidence for that would be the little wiggle-dance the seeker had done upon his return to his quarters. (Soundwave  _ refused _ to find it endearing.)

... But,  Starscream was a highly paranoid individual, and no doubt knew of Soundwave's hidden cameras-

_ Primus in the Pit,  _ Lazerbeak interrupted. _Shut_ up _about Starscream! It has been seven hours!_

Soundwave found that to be rather rude.

_ We have a job to do, in case you forgot,  _ the minicon replied.  _ Oh, by the way- Airachnid is terrorizing the troops again. _

What?!

Sure enough, in Hangar B, three Eradicons were having the worst day of their lives (Soundwave presumed) as they struggled to escape the Arachnicon's webbing.

How Soundwave had failed to notice that, he was unsure-

_ You're distracted,  _ Lazerbeak supplied helpfully. _Starscream is distracting you._

Soundwave willed her to be quiet, and contacted Lord Megatron.

_ 'Airachnid: harming soldiers,' _ he said.

_ 'How many?'  _ His Lord replied.

_ 'Three.' _

There was a pause. 

_ 'For now, let her do as she pleases,'  _ Megatron decided. _ 'She enjoys picking off the weaker ones, anyway.' _

What.

The comm closed. Soundwave fought the urge to start banging his head against the wall.

_ Is it treason if I think he's stupid?  _ Lazerbeak asked.

No. It was common sense. 

This was all likely a side-effect of the Dark Energon, anyway. Lord Megatron's judgment was obviously compromised, but Soundwave couldn't simply pick and choose which orders he was obligated to follow-

Starscream entered Hangar B, and was not happy in the least. If this went left unchecked, there was the very real possibility that something explosive would occur.

Soundwave left Lazerbeak in charge of the monotoring station, and bridged in to rectify the situation immediately.

...

Starscream was  _ incensed. _

That wretched, traitorous,  _ filthy _ Airachnid was intruding on  _ his  _ territory, threatening  _ his  _ fliers, and, perhaps most egregiously,  _ doing it during what was supposed to be his morning flight! _

It  _ must _ have been intentional. This was clearly an attack on him- a way to undermine his authority as the Second in Command!

"What do you think you're  _ doing?!_" He screeched. 

Airachnid paused, turning away from the Eradicons she was torturing.

"Good morning to you, too, Starscream," she said nonchalantly.

"Help..." One drone wheezed. He was quickly silenced with a face-full of webbing.

Starscream set his jaw. 

"That's  _ Commander  _ to you,  _ Airachnid,_" he spat. "Care to inform me as to why you are _harrassing_ my-"

A groundbridge opened, admitting Soundwave. The spymaster acknowledged neither of them and began slicing through the webbing to free the drones. 

Starscream paused, blinking at the sudden interruption.

Airachnid approached the spymaster and tapped him on the shoulder.

"Soundwave, what are you doing?" She asked, sickly sweet. 

Soundwave continued to ignore her. She smacked his arm. 

"Soundwave, I asked you a  _ question,_" she snapped coldly.

"I don't believe you have the authority to demand  _ anything _ of him," Starscream interrupted smugly. "He is, after all, your  _ superior officer- _ am I mistaken?"

Airachnid turned around very slowly to regard Starscream as one would a cockroach that appeared from under the fridge.

"I don't take kindly to being interrupted,  _ Commander,_" she said, sneering the title like an insult.

Soundwave finished freeing the first drone, who scampered off with a whimper.Airachnid didn't seem to notice.

Starscream smirked.

"That's a _pity._ " He mock-pouted. "You see, here on the  _ Nemesis, _ we prefer to conduct our business in an  _ orderly  _ fashion- that means following orders, staying on schedule, and  _ respecting your betters._" 

Soundwave freed the second Eradicon. Starscream chuckled and cocked his hip, studying his claws.

"Of course, I could understand why you would find that  _ unappealing. _ If you have a problem with the way things are run, by all means,  _ do _ take your leave." 

Airachnid's optic twitched. She tilted her head to the side and narrowed her optics, scrutinizing him like a puzzle to be solved. Starscream sneered at her in order to mask his discomfort.

Something seemed to click in her mind, and she approached him slowly, stopping just a  _ little  _ too close for comfort. She leaned in even closer, intruding into Starscream's personal space.

"Little mech, you evidently have no  _ idea  _ who you're dealing with," she mumured. 

Starscream tensed minutely, clenching his jaw.  


Airachnid was close enough to brush fields. There was something predatory in hers, a sadism that put his systems on high alert. 

"One of these days, you're not going to have someone close by to protect you," she whispered, "and I am going to hurt you. _Badly._ "

Starscream couldn't stop himself from drawing away from her. 

"I can take care of  _ myself,_" he hissed. "I'll have you know that I single-handedly extinguished the Autobot  _ Cliffjumper-_"

"Oh, I've _heard_ all about how you executed a wounded prisoner," Airachnid interrupted. "If that's the best you can do, it really is no wonder Lord Megatron's gotten  _ bored _ of you. It's rather _pathetic,_ really."

Starscream's wings hiked up in offense.

"I assassinated the Senate, back on Cybertron," he growled. 

"But that was eons ago, and you had  _ help,_" Airachnid pointed out with a smirk. "You've always needed a safety net- someone to  protect you- because you're  _ weak._"

She took a step forward. Starscream took a step back.

"Now, what kind of military leader can't even neutralize his enemies without having them weakened first?" She continued. "You try to impose order and stability into _conflict,_ a fundamentally _unstable thing,_ because you are  _not_ a fighter- you're a spoiled towerling  _ brat _ who merely  adopted war as a means of survival."

Starscream's mouth felt dry. 

"Technically, almost all the buildings in Vos were towers," he felt the need to point out. "The term 'towerling' isn't necessarily applicable when-"

"You _know_ what I meant," Airachnid snapped. "And you know I'm  _right. Everyone_ knows: me, the rest of the faction,  _ Megatron..._"

Soundwave freed the third Eradicon.

"You may have served a purpose a long,  _ long  _ time ago," Airachnid said, "but you're far past your prime."

Starscream glared hatefully at her. Airachnid laughed and stood on the tips of her pedes to pat him on the cheek. The seeker recoiled with a squawk.

"Watch your back," she murmured. "I might feel tempted to start with your  _ wings._"

Starscream instictively flattened aforementioned appendages against his back. Airachnid hummed in satisfaction, and shoulder-checked past him as she went to leave. 

"Gentlemen," she taunted, sauntering out the exit.

Starscream snarled agitatedly, and whirled around to spit something venemous and scornful (he wasn't quite sure _what_ he would say, but it would be _nasty_ ), but was interrupted by a servo on his shoulder. He yelped before realizing who it was.

"Ah- Soundwave," he said. "Can you  believe  the _nerve_ of that- that-" 

"-That  _ bottom-feeder?!_" Soundwave finished for him, playing a clip from Starscream's rant the day before. 

Starscrean wasn't sure whether or not he was being mocked. 

"Precisely!" He sniffed. "I'll bet she's just compensating for the fact that, unlike her,  _ I  _ actually know how to perform my duties!" 

It was a weak deflection, he knew, but he refused to let her get the last word. Even if she was wasn't currently present.

Soundwave pulled up a cartoonish picture of an eight-legged organic creature being squished by a human pede. It was disgusting, ridiculous, and quite unprofessional.  


A brief peal of laughter escaped Starscream's vocalizer at the insulting comparison before he could stop it.

"I appreciate your sense of humor, Soundwave," he said, then tensed in embarrassment. "Well- that is-"

Soundwave silenced him with a gentle pat on the shoulder and a smiling emoticon. His field was... On the positive end of neutral, Starscream determined. 

Hesitantly, the seeker smiled back.

**Notes for the Chapter:**

> Progress!!!! They're learning! 
> 
> Thanks for reading!!! Don't forget to leave comments or kudos if you enjoyed!! 😊😊


	7. Almost-Friends

**Summary for the Chapter:**

> It's Starscream's turn to get hit with the idiot ball.

**Notes for the Chapter:**

> Aaaa!!! I'm so sorry I've taken this long, I had spend a good few days just focusing on writing essays, and now that school is over it's been difficult to get back into the swing of things. This one's a little shorter for that reason.
> 
> Thank you for your patience and positive feedback!!! 😊

Starscream spent far longer than he was comfortable admitting analyzing his friendly interaction with Soundwave in the hangar. He should probably have been more concerned about Airachnid, but threats of death and harm to his person were, at that point, less of a novelty than a friendly conversation.

...'Friendly.' Was Soundwave a  _ friend, _ now? He found that the idea did not repulse him. 

He thought about that for a moment.

What, exactly, was he supposed to _do_ with that information? Starscream had had about five friends in his entire life.  _ Close _ friends, too- not whatever tentatively positive thing it was that he had with Soundwave. 

Hm. Perhaps he was an _almost-friend,_ then. What did one do with  almost-friends? He needed a plan.

Starscream unsubspaced his personal log (it was  _ not _ a diary, _he_ _ refused _ _to call it a diary_ ), and began compiling a list of ideas.

  1. _Discuss inanities_
  2. _Partake in humor_
  3. _..._



He squinted at the third option for a moment. What was another friendly, impersonal activity to do with someone he didn't hate?

3\. _Compliment?_

Starscream scrutinized his list a moment longer, before nodding to himself. That was a fairly reasonable approach to a budding relationship, he presumed.

He was going to be the best almost-friend the galaxy had ever seen. Every other almost-friend would look upon him and feel despair, because he would make them look _terrible_ in comparison. He would be victorious!

With that thought, shoved his uncertainty into the back of his processor, and gathered his reports.

...

"Good morning, Soundwave," Starscream greeted, flouncing up to the Spymaster's work console. He was shinier than usual.

Soundwave gave him the courtesy of two nods, rather than one- a blatant display of favoritism on his part, he supposed, but important for his plan's success.  


Starscream fidgeted awkwardly for a moment before carefully deposited a stack of reports next to him. He stood there, visibly growing more anxious instead of just leaving.  


Soundwave counted 6.43 seconds before Starscream reset his vocalizer and broke the silence.

"So, er... Nice weather we're having?" He tried. 

It was a factually incorrect statement, unless Starscream considered the lightning storm they were currently flying over to be 'good.' Soundwave pulled up a local weather report and pinged it to him. 

Starscream blinked and pursed his lips. 

"Ah, well- you know what they say about about lightning!" He said, doing a bad job of feigning confidence.

Soundwave was beginning to wonder if his companion was plotting something, and watched him intently for any other signs of suspicious activity. Starscream floundered for a moment.

"It... It's very... Striking." 

Soundwave stared at Starscream. The seeker's wings drooped to his sides, and his expression became pinched and distant. 

Around them, the ambient noise of the bridge filled the stretching silence.

_ Is he trying to tell a joke? _ Lazerbeak asked. Soundwave was unsure. Normally, he'd ignore the hamfisted attempt at socializing, but his plan hinged upon building up a sense of companionability.

Soundwave displayed a smiley-face on his visor.

Starscream's optical ridges shot up in surprise, and he blinked. 

"Um," he said, smiling awkwardly. "Uh, well. Have- have fun with those reports! You're... Very good at those." 

Soundwave nodded once, feeling weary of whatever it was the seeker was up to before he'd even done anything.

Starscream nodded back with more enthusiasm than strictly necessary. 

"Goodbye, now," he squeaked. 

Soundwave turned his attention back to the monitors. Starscream left stiffly, light pedesteps  _ clack _ ing at a faster pace than usual.

_I think he wants something from you_ ,  Lazerbeak observed.

Soundwave agreed. That begged the question of what exactly it _was_ that Starscream was trying to get.

Soundwave should have hated him more for that.

...

It took a long flight, seventeen reports, and three solid hours of running drills with the Eradicons for the edge to wear off of Starscream's utter mortification. Even still, he spent forty-five minutes in the washracks, just staring at the wall under the freezing solvent. 

He plopped on his berth with a groan, head cradled in his servos.

Soundwave probably thought he was an _idiot._ A pathetic flatterer. 

... He may not have been wro-

_ No! _ That was a _stupid_ thought, for useless _wallowers_ with enough time on their hands to marinate in self-pity. If Soundwave thought him a fool, then he'd just have to prove him wrong!

Once again, Starscream unsubspaced his personal log and began thinking up plans, chuckling darkly to himself.

"Let's see... Options, options, options," he muttered, tapping the side of the datapad thoughtfully. He perked up. "Aha!"

  1. _Impress with exemplary performance of duties_
  2. _Impress with superior aerial capabilities_
  3. _Kill another Autobot_



Oh, those were  _ brilliant- _ he was a genius! But, what to do if the almost-friendship was unsalvageable? He needed a last resort. 

He hummed, turning ideas over in his head, until he settled on one completely infallible, undeniably _ingenious_ option:

4\. _Seduce_ _ (maybe) _

"Ah, perfection," Starscream said, leaning back with a self-satisfied smirk. "He'll never know what hit him." 

He never once stopped to consider why Soundwave's opinion suddenly mattered so much to him in the first place.

**Notes for the Chapter:**

> They're both the dumbest smart people ever. Bless them.
> 
> Thank you for reading!!!! Don't forget to leave comments or kudos if you enjoyed! 😊


	8. HELLFIRE!

**Summary for the Chapter:**

> Starscream does a good job. Soundwave is horny and very mad about it. Knockout doesn't know what the fuck is up with these two.
> 
> (Mature implications)

**Notes for the Chapter:**

> Thank you for all your comments!!! Here's another one! :)

Starscream stared at his stack of unfinished reports apprehensively. He had not concerned himself with the less important aspects of his job after the cave-in, choosing instead to partake in such activities as pacing around his room in dead of night, muttering to himself as he went half-mad from recharge deprivation. Of course, he hadn't abandoned them completely, but he could only bring himself to review the most interesting ones, leaving the rest to collect dust at the edge of his desk.

It had taken its toll. The Stack had gradually accumulated, a damning testament to his uselessness. He was  _ certain _ Soundwave was judging him for it, because he knew exactly one thing about him for sure: The mech was  _ extremely  _ thorough. 

Starscream allowed himself a long, languid stretch. Then, he grabbed The Stack and sat on his berth, settling in for a good few hours of utter, mind-numbing drivel. 

Soundwave would get _all_ the details his meticulous spark desired. Starscream was going to make these the most professional, thorough reports he had ever written.

...

Soundwave decided that Starscream would have to take priority for the evening. Airachnid was, for once, mercifully asleep-holed up in a corner of the bowels of the ship. 

Starscream, as per usual, was awake. He had spent a long while just staring at his reports (and  _ oh, _ how Soundwave loathed that irresponsible stack), and  _ stretched. _

Soundwave didn't usually pay attention to such a commonplace activity, but he found himself utterly captivated. 

Starscream's back was to the camera, giving Soundwave a full view of the  _ lovely _ way his spinal struts stiffened as he arched them. His flexible wings spread wide and low, then circled back up again and  fluttered. His arms reached for the ceiling, and the sharp tips of his long, delicate digits caught the light ever so  _ prettily- _

_ That's it, I'm out_ _._ Lazerbeak disconnected and flew off, snapping Soundwave out of his  _ perfectly innocuous appraisal... _

Of Starscream's frame. 

No matter, it had simply caught his attention because he had taken extra care to polish himself that morning. He was so  _ ridiculously _ shiny, one could probably find their reflection in his chestplate. How like him to be concerned with such frivolity rather than his actual  _ responsibilities- _

Ah. Starscream had begun working on his unfinished reports. Soundwave... Could not find fault with that.

His expression was determined and focused, and just the  _ barest hint _ of his tongue poked out of the corner of his mouth-

For the first time in his entire career, Soundwave disconnected himself from the camera feeds.

...

"Well, as far as I can tell, you appear to be clear of any system malfunctions," Knockout said, idly scrolling through the results of the full system diagnostic scan.

Soundwave didn't move. 

"Again," demanded a clip of Megatron. Knockout raised an optical ridge.

"We've already done five," he said. "Whatever it is you're looking for, it's not there. Speaking of which, I could be _much_ more helpful if you just  _ let me know what you're having an issue with-_"

"Negative," interrupted a clip of Shockwave. Soundwave left without another word. 

So, it seemed that whatever had come over him was not a health issue. That left only one source of his sudden fit of madness:

Starscream, obviously. This was all his fault. Somehow, he'd  _ corrupted  _ Soundwave's perfectly reasonable judgement skills with his _machinations._

This could not be allowed to continue- the Decepticons could not have a distracted Spymaster. Operation: Pit-Spawn was officially canceled. 

Problem solved!

...

Even though he was up half the night cycle finishing his reports, Starscream still woke up early in the morning to take special care in sprucing up. He wasn't exactly certain why, but looking put-together couldn't hurt the impression he was trying to make. He even brought out his seldom-used buffer to smooth out all the scratches in his neglected finish. 

He was reminded of why he only did this on special occasions when he had to attach the blasted thing to a _rod_ to be able to reach his wings. It was an awkward, painstaking, and completely undignified affair, but he was satisfied with the end results. 

He subspaced the reports and strutted off down the corridor, immensely pleased with himself. 

Knockout whistled as he passed the medbay, leaning against the door.

"What's the occasion?" The medic asked. Starscream pinned him with a stern glare. 

"I don't know what you're talking about," he sniffed. 

Knockout raised his optical ridges.

"I recognize expensive polish when I see it," he replied. Starscream's wings perked up a tad.

"You  _ noticed,_" he preened. Knockout's optics brightened, and he pushed off the door.

"I _knew_ it! You have a  _ secret stash!_" He exclaimed. "Now that I think about it, I'm  certain you owe me at least  _ one  _ favor..."

Starscream scowled, wings tightening together. Empty flattery, as per usual.

"In your  _ fluxes,_" he sneered. Knockout mock-pouted.   


"You could at least tell me why you went through the trouble," he said. Starscream's scowl deepened.

  
  
" _That_ is none of your business. Perhaps I simply felt like it!" Knockout synthesized a snort. " _What?!_ "  


  
"I didn't say anything," the medic replied smoothly. Starscream set his jaw.

"Well, keep it that way!" He he snapped. With a haughty little flick of his wings, he marched off. 

"Sharing is caring, Commander!" Knockout called after him. Starscream flipped him off over his shoulder.

...

Soundwave watched Airachnid through three different cameras. Behind his mask, his optics narrowed.

Everything was  _ her  _ fault. If  _ she _ hadn't come aboard the  _ Nemesis_ _,_ Soundwave wouldn't have been forced to attempt to help Starscream become a better Second in Command, and he would not have  _ infected_ him with his- his  _ sensual manipulations! _

_Are you quite finished? _ Lazerbeak groused.  _ I don't want to be made to listen to you angrily lust after Starscream all day. _

Soundwave's grip tightened on the edges of his console, causing the metal to groan. The _audacity-_

_ Shut up, _ his minicon rudely interrupted.  _ Shall we talk about Airachnid's weaknesses instead?  _

... That would be preferable. 

_ Splendid. Given her diminutive frame, Airachnid prefers to immobilize her opponents from a distance rather than close combat,  _ Lazerbeak said.  _ Getting near enough to overpower her is difficult, due to her incredibly strong projectile webbing.  _

Interesting. Her webs were her primary defense. She would be much easier to subdue without them.

_ That's what I just said- _

Soundwave wanted to know if they were soluble. Whatever apparati she used to shoot them appeared to be parts of her frame, so it stood to reason that the substance was a chemical byproduct of a natural process- meaning that it theoretically could be disrupted by an imbalance in her frame's chemistry.

_ That... That is not a bad idea. I will see what I can find- _

" _Hello,_ Soundwave," came a dreaded purr from the _last_ person he wanted to see. 

Starscream was even  _ shinier  _ than the day before, wings held high and wide. He held his large stack of completed reports, looking immensely pleased with himself with his cocky little smirk that  _ should _ have been annoying-

_ Goodbye, _ Lazerbeak said. She undocked and made her escape.

Soundwave watched his own creation _abandon_ him to wicked wiles of his failed pet project. Starscream reset his vocalizer after her dramatic exit.

"Well, then," he said. "I had a  _ very  _ productive night, if you couldn't tell." He dropped the reports on the console with a dull  _ thud. _

Soundwave nodded  _ once, _ in hopes that the seeker would get the picture and desist in the _assault_ on his sensibilities.

"Anyway," Starscream continued, gesticulating with his slender, flexible servos, "I have a busy schedule today, so I _really_ must be going. Ta-ta!" 

With a flutter of his digits and a bounce of his wings, Starscream was gone, leaving only the faint scent of expensive cosmetics in his wake.  


Soundwave stared after him for a few long seconds, suppressing his unprofessional thoughts. Finally, he plugged his cables into the reports, ready to file them into the database-

Oh. Oh, Primus. His systems warmed, and he was suddenly very glad that Lazerbeak was not with him.

The reports were _impeccable,_ and Starscream's notes were introspective and  clever. Soundwave's servos once again clenched against the edge of the console, leaving behind little digit-shaped dents. 

They were some of the best reports he had ever received, and he hated it.

**Notes for the Chapter:**

> Soundwave is kind of channeling Frollo, hence the name of the chapter. 
> 
> Thanks for reading, don't forget to leave comments and kudos if you enjoyed!!! :)


	9. Slag Him

**Summary for the Chapter:**

> Starscream is pissy. Soundwave is having a crisis. Knockout is nosy. Megatron is a special kind of creepy. The Eradicons need to unionize.

**Notes for the Chapter:**

> Hey guys!!! So sorry for the wait, there's been a lot going on lately and my brain refuses to cooperate with writing. Thank you for being patient, I appreciate every single one of you! :)

Starscream left the command center in a slouch, optical ridges twitching ruefully. His wings were tense and low on his back.

"Not even one of those  stupid _emoticons_ for all my hard work," he muttered through clenched denta. "Ungrateful little-"

"Well  _ hello, _ Commander," greeted Knockout, falling into step with him. The medic looked him up and down. "I see whatever it was you wanted to do didn't go well."

Starscream stomped faster.

"Not in the mood," he growled. Knockout jogged a little to keep up with him.

"Oh, come now, Starscream," he wheedled. "Surely, you want to talk about it with someone? Namely, your  _ trusted Doctor?_"

Starscream cast him a scowl.

"You just want to  _ gossip,_" he snapped. "Mind your own business, and don't stick your finials in my _personal relations-_ "

"So, it  _ is _ about a certain someone, hm?" Knockout interrupted gleefully, optics bright with mischief. Starscream pursed his lips, and he stopped. Knockout stood next to him, watching him expectantly. "Oh, come on, you can't keep this all to yourself- that's not  _ fair!_"

"Don't you have a  _ job _ to do?" Starscream bit out, rounding on his companion. "If you have time to be worrying about my personal affairs, then perhaps I should assign you more tasks to keep you  _ busy!_"

Knockout raised his servos in mock surrender and took a couple steps back.

"Alright, alright," he said smoothly. "I can see that you're  _ cranky, _ so I'll leave you to it- but, my door is  _always_ open if you want to share the juicy details-"

"Goodbye," Starscream interrupted, stalking off.

...

Megatron and Airachnid stared at the door through which Starscream had left with narrowed optics. 

"What was  _ that?_" Airachnid muttered, quirking an optical ridge. 

Megatron knew _exactly_ what he was looking at. He chuckled at his Second's desperation- even after all his treachery, he could not deny that a part of him was still rather fond of the blasted mech. _Too_ fond, in fact.

"It seems he is attempting to court favor with Soundwave," the warlord replied. "Perhaps he thinks he will put in a good word with me- a foolish scheme, to be certain, but _refreshing._ I was beginning to think he could no longer surprise me."

Airachnid's expression hardened. Good. Megatron knew from experience that opportunists like her- like  _ Starscream- _ didn't tend to stay in their proper places when they felt secure. No, they would always strive for something greater. The trick was to make them fight for what they already had- what only  _ Megatron  _ could give them. There would always be another obstacle between Starscream and his own rank, and as such he would never be in a position to challenge Megatron's leadership. 

He would have to see how long he could string Airachnid along with her own pride, how long the promise of besting Starscream and stealing his position would keep her invested even as she received nothing for her time and effort. Eventually, he knew, he would have to kill her.

Pity.

"Soundwave!" He barked. The spymaster turned to acknowledge him, digits twitching oddly. "I am assigning you another patrol with Starscream.  Do check the weather this time around."

Soundwave was perfectly still for a few seconds, before nodding and taking his leave.

Curious.

"Am I to cover for Starscream's duties un his absence again, Lord Megatron?" Airachnid asked, optics gleaming greedily.

She was presumptuous, but correct. Megatron frowned.

"Yes," he replied grimly. "I trust you will not disappoint me, Airachnid?" 

The arachnicon gave him an exaggerated bow, and he caught a flash of a devious little smirk. Impudent, arrogant, and clever.

"Wouldn't dream of it," she purred. 

Oh, Megatron couldn't deny that he was growing fond of her, too. It really  _ was _ a shame that he would have to kill her when she inevitably turned on him.

She was no _Starscream,_ after all.

...

Starscream decided to push his frustration to the back of his mind, opting instead to put his energy into something more productive. Like drilling theEradicons. He had a few  ideas to experiment with regarding their combat training.

He looked over their perfect formation as they stood at attention, all composed and polished and ready to receive orders. Truly, they were the picture of perfect soldiers, and Starscream would command them with the dignity befitting his station.

"You're all _scrap!_ " He announced, swiping his arms dramatically. Several Eradicons flinched. "Every last one of you! Tell me, how many of you are there, again?"

A lone Eradicon hesitantly raised his servo.

"That was  _ rhetorical!_" Starscream snapped. "At the present, there are one hundred twenty of you, total. There are currently  _ five  _ Autobots on the planet! They are outnumbered in  every single fight with you, and yet. _And_ _ yet!_"

Starscream let them stew in that for a moment before continuing,

" _Since_ your fighting skills are apparently as sorry as your performance in the air, I suppose I will have to teach you how to fight quick and dirty- the  _ easy  _ way." He sneered. "Now, Knockout has informed me that there are ten spare visor replacements in storage, which is more than enough for a demonstration of how to properly gouge out a mech's optics. Any volunteers?"

The Eradicons fidgeted nervously, looking everywhere except him. Starscream heaved a put-upon sigh, and stomped into the formation. He pinpointed one in particular and dragged him to the front of the room by one of his finials.

"Wait, Commander, _please-_ " the unfortunate mech begged. Starscream cut him off with an unsympathetic scoff.

"I  _ saw _ you playing dead when the Autobots attacked that mine a few weeks ago, don't think you didn't have this coming!" He sneered, flexing his claws. 

The Eradicon flinched. Starscream turned to address his horrified audience. 

"Now, then- first up is a technique I like to call the _'Grab and Stab-'_ "

He was interrupted by a ping from Soundwave.

_ 'Starscream: received assignment to accompany Soundwave on patrol mission.' _

... Oh. What an opportunity!

Starscream stepped away from his quivering underling, feeling a small smirk begin to creep across his face.

"It seems I must address something more urgent," he said. The Eradicon slumped in relief. "We will resume training when I return. In the meantime, sharpen your claws!" 

With that, he marched out of the training with a new determination. It was time to enact plan two. 

Soundwave  _ would  _ start to like him, whether he wanted to or not.

...

Soundwave felt a little part of himself die when Starscream appeared in the hangar, all smiles and shiny, fluttering wings. 

"Hello, Soundwave!" He greeted enthusiastically, wiggling his deft, perfectly polished digits (which had typed up those  _ exquisite  _ reports), in what was probably supposed to be a charming wave. 

It worked. It  _ was  _ charming, slag him. 

In retaliation to Starscream's aggressively endearing self, Soundwave didn't nod  _ at all, _ choosing instead to send him the location of the area they were supposed to be patrolling (with _contempt_ ) and fly off as quickly as he could. 

... Unfortunately, Starscream was faster. 

The seeker caught up in a matter of seconds, dipping in and out of close proximity to Soundwave in a puzzling show of recklessness. Was he attempting a threat display of some sort?

Starscream looped around underneath him and flew past close enough to brush fields, and Soundwave picked up a sense of... Playfulness. 

Strange, Soundwave thought as he watched Starscream zip ahead into a tight corkscrew, but he couldn't deny that Starscream's acrobatics were rather  impressive. 

Slag him. He was wasting energy, anyway- a show of foolishness.  Foolishness was _not_ charming or endearing, and certainly not _impressive!_

Well. It certainly wasn't  _ supposed  _ to be.

Starscream decided to do a barrel roll, and disappeared beneath the clouds. He erupted from them a moment later in a vertical spiral. His over-polished plating caught the light perfectly, accentuating the sleek form of his alt-mode.

Admittedly, it was all rather beautiful. 

Soundwave just kept flying in a straight line and pretended to ignore the seeker, passing him without any outward signs that he had been paying attention. He could  not  encourage this nonsense.

Even still, he found that his systems were running warm. Slag him.

Mercifully, Starscream seemed to get the message. He caught up to Soundwave and fell into place off to the side beneath his position, following him almost dejectedly. 

The spymaster _refused_ to feel bad about that. He was no longer required to be nice, after all.

Despite his best efforts, a small tendril of guilt wormed its way into his spark. Starscream had seemed so _happy,_ after all, and perhaps it wouldn't hurt to show  _ some  _ sign that his harmless antics were appreciated-

_ No. _

Soundwave accelerated until his thrusters ached, knowing full well that his attempt to escape the situation he'd landed himself in was futile. 

Starscream,  _ slag him,  _ had no problem keeping up.

**Notes for the Chapter:**

> I diagnose Soundwave with horny. Sadly, it's terminal. Let's get an F in chat, folks 😔
> 
> Thanks for reading!!! Don't forget to comment or leave kudos if you enjoyed! 😊


	10. Bamboozled

**Summary for the Chapter:**

> Soundwave and Starscream plot their separate plots. Lazerbeak is Tired.

**Notes for the Chapter:**

> Hey, guys! Thank you so much for all your comments, they mean the world to me! Sorry this took awhile, and thank you for your patience! :)
> 
> Warning: Mature implications. (I went ahead and upped the rating because I am incorrigible and there is no way I'm getting through the fic without at least a little nsfw.)

Soundwave sped up, putting a fair distance between himself and his companion. If Starscream had been in root mode, he would have been pouting. 

Two rejections in row. This task was becoming rather disheartening.

Soundwave had never been the most socially receptive mech, but this was like trying to engage a brick wall! He had been so  _ amicable _ just a few days prior, what had happened? Was his joke  really  that bad?

... Had he decided that Starscream wasn't worth interacting with at all?

Oh.

The thought spurned an ache in his spark, causing him to lose the slightest bit of speed. For the first time in a long time, he had opened himself up just a tad to let someone in, and this was what he was met with. Starscream didn't  _ like _ that feeling, he didn't like-

As if summoned, rage bubbled up from his core, consuming him like cosmic rust. 

How  _ dare  _ he? How  _ dare _ Soundwave lure him in with false promises of companionship and cast him aside like this? Did he think that Starscream wasn't good enough to be his friend? Did he think he was  _ better  _ than him?!

Fine.

Soundwave would certainly feel foolish, then, when Starscream killed another Autobot and victoriously presented the dead frame to Lord Megatron! Starscream may have lost the battle, but he wouldn't lose the war! 

Let Soundwave fly on ahead, blissfully unaware of his fate. Starscream had great plans for him, and he would soon have the spymaster utterly enamored.

The alternative was simply unthinkable.

...

When they returned to the ship, Soundwave disappeared as quickly as physically possible despite his exhaustion. Flying at top speed for several hours had burned through his fuel reserves, and he felt as if he were going to fall into stasis. 

Lazerbeak found him in a matter of minutes, holed up in his quarters with a cube. She swooped into her dock, and Soundwave blinked as her presence abruptly and vibrantly reappeared over their bond, bringing with it an overwhelming sense of pride accomplishment. 

_ I have identified four distinct compounds that are capable of disrupting the production of Airachnid's webs, and one which compromises the chemical structure of them!  _ She announced.

Excellent work, as usual. Lazerbeak was ever the prodigy.

_... Sadly, we do not have immediate access to the chemicals required to create any of these compounds, save for one, _ the minicon continued.  _ There is only  one place on the entire ship where we can acquire a key ingredient. _

Soundwave was listening, but he was beginning to feel trepidation. 

_ Are you certain you  really want to know? _

Soundwave spared his minicon a quick, concerned glance, before delicately removing his mask to sip his fuel. Knowing things was his entire job, he could handle a piece of distasteful information.

_ We... We need to convince Knockout to let us take his- well. His anti-chafing lubricant for unconventional places. _

Soundwave raised an optical ridge, still sipping. Lazerbeak would need to be more specific than that- he could think of at least three different substances that fit that description.

_... It's lubricant specifically designed to be used on one's exhaust port. _

Anti-chafing lubricant for an  _ exhaust port? _ What could  _ possibly _ be happening in someone's exhaust port that would cause chafing-?

Soundwave's vents stalled, and he almost spat out his fuel. 

_ Perhaps we can think of a different plan, _ Lazerbeak amended hastily.  _ There are probably other ways to kill Airachnid- _

No. Soundwave would not shy away from unpleasant work at the expense of whatever it was that Airachnid would damage if she were left alive that much longer. They would simply have to steal it.

_ If you insist,  _ Lazerbeak said, broadcasting her uncertainty through the bond.

Soundwave  _ did  _ insist. The sooner Airachnid was gone, the sooner things would return to normal, and he would never have to go on a patrol with Starscream again. 

He took another sip of his fuel, savoring the sensation of pure, life-giving energy against his singing chemoreceptors (and iron, he rather liked adding iron supplements to his energon on occasion- as a treat), and set his jaw. 

He was  _ Soundwave: _ the feared gladiator, the deadly shadow of the Pits, the optics and audials of the Decepticon Cause, of which he was Third In Command. In every major operation, behind every victory, he was there, pulling the strings. He took idealistic visions and made them reality, asking for nothing in return but a front row seat to watch them unfold and change the course of history. 

His former masters had broken him down into his base components and scrambled them up in hellish modifications, and he had rebuilt himself atop that heaping wreck on his own terms. He had spent  _ eons _ creating the person he was, and no _buffed-up_ _ floozy  _ was going to unmake his carefully crafted self-control!

_... Are you done yet? _ Lazerbeak asked.

Soundwave pursed his lips in a pout. He wasn't, actually.

Whatever pathetic little scheme Starscream had concocted to throw him off his guard wouldn't work, Soundwave would ensure it. 

Starting with phase one of Operation: Murder Part 234.5, Airachnid Edition: Acquiring Lubricant.

...

Starscream stomped down the corridor to his quarters the next day, radiating fury. 

The  _ nerve  _ of that insufferable glitch Airachnid, commenting on his finish! 

_ "Rather impractical for a military Commander to be so flashy,"  _ she had said,  _ "one would assume it makes you an easier target." _

Well, perhaps Starscream wasn't as concerned about drawing fire because  his  alt-mode's speeds weren't utterly _pathetic!_

... That was  _ good. _

He fumed as he unlocked the door to his living space. Why hadn't he thought of that comeback at the time?!

Before he could enter, the door to Knockout's quarters down the hall swished open, admitting...  _ Soundwave? _

The spymaster froze, and they stared at each other for a long moment. Starscream's gaze flicked down to the bright pink bottle of sparkly exhaust port lubricant in Soundwave's servo.

"... What?" Was all the seeker could really think to say. 

A groundbridge abruptly opened behind Soundwave, and the spymaster stiffly shuffled backwards until he disappeared into it. 

Starscream stared openmouthed as the portal closed back up, leaving him to gape at an empty hallway. 

What the  _ frag? _

Suddenly, an idea popped into his head. He had blackmail. On  _ Soundwave. _

Oh, the things he could do with  that. 

"Not so above it all _now,_ are we?" He murmured to himself with a smirk, already concocting a scheme.

...

_ This! Is why! We watch the cameras! _ Lazerbeak screeched over the bond.  _ I can't  _ believe _ you just ruined our reputations! _

Soundwave paced his quarters, wishing for the ground to open up and swallow him whole.

_ Good! Feel ashamed! _ Lazerbeak snapped. 

Starscream was never going to take him seriously again. 

_ Well, yes, but that's inconsequential compared to- _

Starscream probably thought him pathetic.

_ Nothing that can't be solved with a little intimidation- _

Why did Soundwave care how Starscream felt about him? It _shouldn't_ have mattered, and yet it  did.  What had changed?

_ Enough wallowing, we need to mix the compound. _

How could Soundwave stop, though, when he was facing the very breakdown of his sense of identity? He had no control here, he had no way to know what Starscream was even doing at this point because his focus was inevitably drawn to-

_ On second thought,  I _ _will create the compound over there and leave you to stew in your own confusion,_ Lazerbeak said. She undocked and flew with the lubricant into the corner, where they had stashed the other supplies they had gathered to create a makeshift lab space.

Soundwave felt a pang of remorse for leaving her to do most of the work, but his thoughts were interrupted by a comm.

_ 'Hello, Soundwave,'  _ said Starscream's horrible, terrible, devious little voice, _ 'I know you're listening. I have a proposal for you- would you be so kind as to indulge me?' _

Soundwave could think of a ways he was willing to 'indulge' Starscream, none of which he was likely to propose.

_ 'It would be  terribly  unfortunate if Knockout were to discover your theft of his personal belongings,'  _ Starscream continued.  _ 'He isn't pleasant when angry. Not that  _ I'm  _ intimidated, but I'm sure we both remember the time I caught him re-attaching a drone's arms backwards. I'm almost surprised at how much ill-intent he can hold in that little tiny frame.'  _ The seeker chuckled at that. 

Soundwave wasn't afraid of Knockout (though the mech  _ had _ managed to sicken and horrify him on occasion for very different reasons), but Starscream was clearly trying so  _ very _ hard to coax him to do something, and he was growing curious. 

_ 'Anyway, our numbers are dwindling as is, and I don't think Lord Megatron would be pleased to learn that a few had been sacrificed to his ire.'  _ Soundwave thought back to the incident in with Airachnid, and doubted that very much.  _ 'Luckily, I have a solution that will satisfy all parties involved. Meet me in Hangar B, and come alone. I'll be waiting.' _

With that, he disconnected. He really  was trying to be threatening, it was almost endearing. He couldn't imagine what Starscream could possibly want him for (a lie, but he refused to entertain the train of thought that 'imagining' would find him in). 

Perhaps engaging in whatever ridiculous scheme the seeker had cooked up in his glitched processor would break the spell and let Soundwave continue on with his life. 

Yes, he would humor him for  _ that _ reason- not the meager possibility that his proposal was less than professional, because that would be  _absurd._

...

When Soundwave arrived, Starscream was waiting for him with two cubes, hip cocked confidently. He seemed to relax a bit when he caught sight of him.

"Oh, good- you came," he purred, sauntering over to the spymaster nonchalantly. Soundwave forced himself to stop staring at Starscream's legs. "Would you hold this for me? I find it best to have at least one servo free in case something  _ unexpected _ requires my attention."

Soundwave's systems warmed as a cube was shoved into his servos. It wasn't what Starscream was saying, but the  _ way _ he was saying it that made it sound... Sensual, almost. 

Starscream smirked, casually inspecting his claws.

"Why don't you bridge us somewhere remote? Rocky, with plenty of  _ hiding spaces,_" he said, optics twinkling mischievously.

Soundwave was no expert, but he was fairly certain that he was being flirted with. His biolights brightened minutely, and his spark spun faster in anticipation.

He chose the rockiest, most remote place he could find on the humans' satellite database, and opened a groundbridge as quickly as he could. Starscream's optical ridges shot upwards at his easy compliance.

"Eheh, well... Right this way, I suppose." He strutted on through, wings held high and confident, and this time Soundwave didn't stop himself from ogling the seeker's backside.

They stepped out into a cold, mountainous region, completely surrounded by outcroppings on all sides. 

Starscream surveyed their surrounding with a hum of approval.

"Oh, this is  _ perfect,_" he murmured, a wicked grin spreading across his face. "Well done, Soundwave."

Soundwave felt a warm sense of pride bloom in his chest for impressing him, and had to clamp down on his desire to awe Starscream any further.

Aforementioned seeker turned to him, still wearing that devious, dazzling grin.

"Here's the fun part," he purred, getting into Soundwave's personal space.

The spymaster's systems heated at Starscream's playful tone, and all his focus was directed towards him, waiting patiently for him to-

-snatch the cube out of his servo and walk away. He placed it on the ground, then proceeded to completely unload his entire subspace's worth of energon right on top of it, creating a massive pile.

Soundwave blinked.

"Thank you for holding onto that, I ran out of room in my subspace," the seeker said conversationally, completely oblivious to Soundwave's dumbfounded expression behind his visor. "Now, I need you to follow me up to that ledge."

He pointed at a large outcropping a good distance above them, then transformed and flew off. Soundwave, too caught off guard to ask questions, obeyed without a single complaint.

He joined Starscream, who was crouched low and peering over the edge, completely uncertain of what would happen next for the first time in eons. Starscream had a funny way of subverting his expectations when he least expected it. 

The seeker beckoned him.

"Get down here," he hissed. "You're going to want cover!"

Soundwave hesitantly followed his orders, wondering what exactly he was planning to do-

Starscream fired a missile at the large pile of energon (likely pilfered from the  _ Nemesis,  _ making this an egregious theft of resources) far below. The seeker grabbed him and squeezed him to his side, pressing their frames into the ground.

All coherent thought evaporated between the proximity to Starscream's lean, warm frame and the earth-shattering  _ BOOM  _ that assaulted his audials.

Smoke and dust choked the air around them, and bits of rock fell from the sky. Starscream cackled, rising to his pedes to survey the damage.

"Yes,  _ yes!_" He shouted triumphantly, streaked with dirt and dust and looking for all the world like he was deranged. "And now, we wait."

_ 'Query: Purpose?!'  _ Soundwave pinged him agitatedly. Starscream turned his feral yet undeniably and criminally charming smile upon the spymaster.

"This is an ambush," he said simply, something dangerous glowing in his optics. "I'm going to kill an Autobot."

**Notes for the Chapter:**

> And so Starscream hatches another terrible, terrible scheme! He's full of bad ideas. (Yes, I made exhaust ports a thing specifically to make a crude joke. Don't ask me what they're for, I have no idea because I'm fairly certain that energon leaves no byproducts.)
> 
> Thanks for reading!!! Don't forget to comment or leave kudos if you enjoyed! :D


	11. Play Stupid Games, Win Stupid Prizes

**Summary for the Chapter:**

> Starscream fucks up and gets his ass handed to him, and Soundwave makes an error in judgement.

**Notes for the Chapter:**

> Hi guys!!! Sorry this took so long, I'm working on getting my shit together. Thank you fir all your support, your comments always make my day! :)
> 
> WARNING: Abuse, second-hand embarrassment.

After thirty minutes of sitting around covered in grit and grime, Starscream was tapping his leg anxiously, still obssessively monitoring the crater he'd created below. Soundwave was likely beginning to think that this was all a waste of time and energy, but the Autobots would be there _any minute!_ He needed to stay vigilant.

Aforementioned spymaster was watching him. Starscream could  feel his judgement prickling the on back of his neck like hot needles. 

"What?!" He snapped. Soundwave quickly turned his gaze elsewhere. "That's what I thought. Just wait, they're coming. You'll see."

Soundwave, as per usual, was absolutely inscrutable.

_ 'Megatron: has approved plan?'  _ He finally pinged.

Starscream pursed his lips.

"Well, he certainly didn't say  _ no, _ _"_ the seeker replied curtly. 

There was a heavy pause.

_ 'Soundwave: will return to duties,'  _ the Spymaster said, turning away. Starscream snarled at his back.

"Soundwave!" He snapped. Soundwave ignored him, opening a groundbridge. "Soundwave, you close that right this instant! That is an  _ order! " _

The spymaster stopped, and the portal closed. Starscream relaxed, unaware that he had been so tense in the first place, and returned to watching for Autobots. 

As soon as his back was turned, he heard the sound of a groundbridge opening once again. He rounded on Soundwave, wings hiked up in outrage.

"Why, you cheeky little-!" There was no groundbridge behind him.

Soundwave was standing there obediently, right where Starscream wanted him. The seeker's spark spun faster in excitement.

"They're here," he breathed, and together they peered over the edge as the groundbridge below admitted three Autobots.

"... All I'm sayin' is that it could be an accident," said the green one- a Wrecker, if Starscream was correct.

"There were no human settlements anywhere near this area," the two-wheeler replied. 

She was small, a weaker opponent- easier to pick off. Starscream quietly took aim with his remaining missile.

"So? Humans keep secrets from each other all the time," the Wrecker protested. 

Oh, but  that  one was large enough to make for an easier target. He wouldn't be able to dodge as quickly, either. Starscream re-focused his aim on him.

'Hey, guys?' Beeped the yellow one. 'I don't like this- something doesn't feel right.'

All three went quiet, and the two-wheeler started scanning the craggy landscape suspiciously. She locked optics with Starscream, and stiffened.

"Bulk, watch out!" She shouted.

Starscream's tanks dropped in panic, and he fired before he could properly adjust his aim. The resulting explosion missed the Wrecker, blasting the Autobots in three different directions. _Separating _ them.  


Starscream smirked when none of them moved, having been knocked into temporary stasis by the force of the blast.

Ah, well. Good enough.

He leapt from his perch, feeling Soundwave's optics on his retreating back. For once in his life, it didn't feel intimidating- it felt  _ empowering. _ He would show the spymaster what he was missing, earning his companionship!

Starscream strutted up to the two-wheeler. He nudged her with the tip of his pede, clicking his tongue, then crouched beside her.

"You probably deserve better than this," he murmured, pinning her down by her neck. He drew his other servo back and flexed his claws.

The two-wheeler's optical shutters fluttered, and she groaned, returning to the edge of consciousness. 

Starscream glanced back at the outcropping to be certain that Soundwave was still watching (he was, with rapt interest to Starscream's delight), and turned back to his helpless captive.

"Normally, I'd give you more fanfare," he said, "but I'm afraid I don't have time. Tell your friend Cliffjumper I say hello- maybe you can compare killing blows!" 

The two-wheeler's optics snapped open, focusing on his face in rage and horror. Before Starscream could finish the deed, something drove itself into his cockpit, shattering the glass and pushing him off of her frame. 

The Autobot scrambled to her pedes, narrowing her optics.

_ "You."  _ She spat. "It was  _ you,  _ wasn't it? You killed him!"

Starscream sneered, pressing an arm to his vulnerable midsection. He transformed his other servo into a blaster.

"Maybe," he hissed. "Doesn't matter, anyway- you won't be alive long enough to avenge him!" With that, he opened fire.

He had to admit, she was _fast-_ effortlessly dodging blasts and leaping at him as soon as she was close enough- however, rage made opponents sloppy.

He kicked her in the midriff while she was in mid-air, sending her tumbling to the ground. She was quick to get up, and launched herself at him once again, slashing wildly with her arm-blades. 

He caught her wrist (cutting his servo in the process), and used her momentum to throw her to the side. Before he could do anything else, a large green arm seized his neck in a chokehold. 

For a moment, instinct had Starscream paralyzed as the Wrecker pulled him fast against his larger frame, putting his wings at an uncomfortable angle. Common sense resurfaced seconds later, however, and he jabbed his sharp elbow-guard into his captor's midsection. 

There was a grunt of pain, and Starscream slipped away as the Wrecker's hold loosened. He snarled and aimed a kick at the large green Autobot, only to be blindsided by a punch to the face, courtesy of the two-wheeler. 

The force of the blow snapped his head back, and he doubled over as he received another kick to his shattered cockpit. 

Suddenly, a large servo wrapped around his neck and hoisted him up. His tanks lurched, and he clawed and kicked at the Wrecker in a panicked attempt to escape. He froze at the sound of blasters charging behind him.

"Don't. Move," the two-wheeler hissed. 

In response, Starscream snarled and dug his claws further into the Wrecker's forearm, eliciting a strained grunt. Pain exploded across his thigh as the two-wheeler shot him, and he couldn't stifle a yelp.

"I said _don't move!"_ She snapped. Starscream stilled.

The three of them paused, vents heaving and fans whirring as the heat of battle wore off. 

"How's 'Bee?" The Wrecker asked. 

They all glanced to the side, where the scout was still knocked out cold. It seemed he had been thrown into the wall of the cliff. 

Unbidden, a wheezing chuckle drew itself from Starscream's straining vocalizer. Perhaps he would not look so foolish in front of Soundwave, after all.

The Wrecker cast him a dark look, and tightened his grip.

"You're going to pay for that," he muttered. Starscream was beginning to feel light-headed as his fuel lines were pinched. 

The Wrecker transformed his free servo into a mace and pulled back, aiming for his head. Starscream's optics widened, and he resumed his panicked thrashing. 

A groundbridge opened outside of his field of vision, and the Wrecker froze, features slackening in horror.

"Scrap!" The two-wheeler hissed. "Get 'Bee, I'll get Ratchet-"

"What is the meaning of this?!" Megatron boomed thunderously, pedesteps echoing through the canyon. Starscream's lines went cold.

Ah. Megatron. He had sort of forgotten about him.

Starscream barely had time to react before he was tossed to the side, yelping as he landed on a wing. The Autobots disappeared through a groundbridge, carrying their wounded teammate with them. Fusion cannon blasts trailed behind them until the portal closed.

Soundwave jumped down from the outcropping, landing in front of their master. Starscream clenched his jaw and squeezed his optics shut.

He was slagged.

...

Soundwave was angry. Starscream had blackmailed him, destroyed a significant amount of fuel, and wasted his precious time- and for _what?_ A measly _power trip_ that he couldn't even keep control of. 

Initially, he debated joining the fight himself- and ordinarily, he would. But this was not something he could allow to go unpunished. He had afforded Starscream too much freedom, and these were the consequences.

He should have seen it coming, but he had been too distracted by the seeker's impassioned ferocity. _Foolish._

Soundwave cast a contemptuous glance back to where Starscream was feebly pushing himself up, clutching his leaking midriff. 

Megatron growled, expression thunderous. 

"Is this why you have spirited away my commuications officer, Starscream?" He snapped, stomping over to where the seeker lay. 

"Master, I-" Starscream's simpering was cut off as a heavy pede fell on his back, forcing him flat on the ground. His vents wheezed at the strain.

Behind his mask, Soundwave smirked vindictively, viciously silencing a part of himself that was quickly growing uncomfortable with the situation.

"Why is it, Starscream, that I received a report from Soundwave claiming that you stole a week's worth of energon,  _ destroyed _ it, then attempted to engage the Autobots  without my _permission?!"_ Megatron roared.

"I can explain-"

_"Silence!"_ Starscream flinched, a far cry from the vicious opponent he had been for the Autobots. Megatron lifted his pede off of the seeker's tortured back. "Get up. Consider your status as Second in Command rescinded."

Soundwave's smirk dropped as the implications of that demotion sank in. Oh, slag. _Airachnid._ He had sort of forgotten about her.

"Go see Knockout for repairs," Megatron continued, turning away from his disgraced Air Commander. "Afterward, you and I are going to have a  _ discussion." _

There was dark promise in his tone that put even Soundwave on edge. Starscream dropped his head in the dirt with a grimace and dug his claws into the ground.

Soundwave still couldn't find it in himself to hate him.

**Notes for the Chapter:**

> Feel free to lambast me in the comments ;)
> 
> Thank you for reading!!!


	12. A Slap In The Face

**Summary for the Chapter:**

> Soundwave and Starscream are left to their respective musings as Bad Things happen.

**Notes for the Chapter:**

> Hi, guys!!! Thanks for all your support, it's a huge motivator!!! You're all super awesome! Here's a new chapter!
> 
> Warning: Canon-typical abuse, violence. Some really creepy and unhealthy mindsets from pretty much everyone involved.

  
Starscream didn't have room to be angry- he was too busy being terrified. 

He stewed silently as Knockout patched him up- with minimal effort, of course, since immediately afterwards Megatron would be breaking his body all over again. It was actually something of a courtesy- if his shoddy welds broke open, Megatron would have to finish sooner to keep from killing him. 

The medic made no small talk- perfectly acceptable, in Starscream's opinion. He worried his tongue, processor stuck on the day's humiliating events.

How could he have been so foolish? He knew he had something of a single-track mind, but what about Soundwave was so special that he'd ignored Megatron's indomitable presence in his life to focus on  him? Why had he believed that Soundwave wouldn't rat him out, as he had done so many times before? 

Why had Soundwave changed so abruptly and then switched back to his usual self at the _worst_ possible moment?

Blasted  _ Soundwave- _ even now, Starscream was far too fixated on him! He would do well to just forget the silent menace altogether.

"... And, I'm done," Knockout said, setting his blowtorch aside. He scoffed when Starscream glanced pointedly at his cockpit. "No. I'm not going through the trouble of piecing that back together only for you to get it shattered again immediately afterward. You go out, take your lumps, and come right back for the real deal."

Starscream didn't move, feeling the pit in tanks morph into more of a black hole. Finally, he sighed. 

"See you in a short while, Doctor," he muttered, sliding off the berth. He paused as a spiteful idea popped into his processor. "By the way, you should know that I caught Soundwave sneaking out of your quarters a few hours ago. He was carrying some sort glittery substance in a bottle."

Knockout's optics widened, and he cursed. 

"Good to know," he said through clenched denta. "Now, shoo!" He fluttered his digits to make his point. 

Starscream reluctantly trudged through the door of the medbay, and right into Megatron. He made a very unflattering squeak.

"L-Lord Megatron," he stammered, wings held tightly against his back. 

"Starscream," Megatron growled, planting one heavy servo on the seeker's shoulder. "Walk with me. We have  _ unfinished business  _ to attend to."

He set off on a brisk pace down the corridor, dragging Starscream helplessly along with him.

...

_You're just a fountain of wise choices today,_ Lazerbeak snapped.  _ Really, it's a wonder we haven't won the war already. _

Soundwave sent her a pulse of irritation, and focused back on the security cameras. 

Eerily, Knockout was staring directly into one in the medbay, polishing his drill. The look on his face promised many things that a lesser mech would have been afraid of.

To distract himself from whatever  _ that  _ was, Soundwave focused instead on Starscream, who was being marched through the ship by Lord Megatron. 

He looked terrified.

A heavy weight settled itself in his spark. Soundwave couldn't find enjoyment in that.

Starscream had already been punished, anyway- it wasn't as if this was necessary. Nothing would hurt more than a blow to his pride, after all, and forcing him to share a rank with  _ Breakdown  _ certainly qualified as such. There was no logical reason to physically harm him!

Megatron marched on, however, ignorant to Soundwave's silent objections. There was a sadistic gleam in his optics that only ever surfaced when he had someone completely at his mercy. 

It hit him, suddenly: Megatron wasn't beating Starscream for disciplinary purposes, or because he believed it was beneficial. He was beating him for self-gratification...

... Which led Soundwave to the natural conclusion that Starscream, perhaps, didn't deserve most of it.

Soundwave's sick feeling worsened. Somehow, Starscream had grown from someone he wanted to throttle into a sort of companion, and watching him suffer needlessly ate at him in a way he couldn't quite understand or describe. 

Finally, Megatron reached an empty meeting room, and flung the seeker inside. 

Soundwave had no cameras in there, as it had quite literally not been used in millennia. It was, perhaps, for the best.

His only comfort was that Megatron would not have bothered to have Starscream repaired beforehand if he had been planning to kill him.

_ If it upsets you so much, perhaps you shouldn't get him in trouble when you  know what will happen to him,  _ Lazerbeak snapped impatiently. 

Soundwave had a million responses he could have given to that, but none felt like adequate justification. He remained silent.

...

The beating lasted about twenty minutes.

Finally, Megatron took a step back, wiping a stray splatter of energon off his chestplate with a sneer. 

"I grow weary of your constant failures, Starscream," he said curtly. "Do not disappoint me again." 

He turned to leave, then paused, throwing a glance over his shoulder.

"Go get yourself fixed up," he commanded.

Starscream nodded from where he was slumped against the wall. He could feel himself leaking from somewhere around his elbow.

Megatron stomped off.

It took Starscream's gyros a moment to stabilize themselves enough for him to be able to stand up without falling over. He leaned his battered frame heavily against wall, and began his arduous, limping trek to the medbay.

He had made a it a fair distance when he felt something flick one of his wings.

"Who dares-?!" He yelped, whirling around (much to his aching frame's consternation) to face his assailant. His optics widened.  _ "Airachnid?!"  _

The arachnicon's smile was poisonous.

"I believe that's  _ Commander  _ to you,  _ Starscream,"  _ she said, rising up on her spider legs to leer at him. "On this ship, we  _ respect  _ our betters."

Ah, so she'd come to gloat. Starscream's mood soured further.

"What do you want?!" He snapped. Airachnid clicked her tongue disapprovingly, showing off her fangs in the process.

"Now, is that anyway to speak to your _commanding officer?"_ She admonished condescendingly, drawing closer. "I'd hate to have to dispense  _ punishment _ for insubordination." 

She raised one deadly sharp leg in the air for emphasis. Involuntarily, Starscream flinched back. That seemed to satisfy her.

"That's what I thought," she said, putting her leg back down. "Not so proud without a rank to hide behind, are you, Screamy?" 

Starscream's optic twitched, but he had presence of mind enough to bury his rage and humiliation before he got himself slagged. 

Airachnid would _pay_ for this disrespect. Soon, Megatron would realize his error and restore Starscream's rightful rank to him. All in due time. Until then, he would simply have to endure, as he always did. He had no shortage of experience with insufferable bosses.

"If you would excuse me,  _ Commander, _ _"_ he spat the title like a curse, "I have direct ordersfrom Lord Megatron to report to the med-bay for repairs. As I'm sure you're aware, his commands take precedence over those from his officers. That  _ is _ standard protocol, after all." 

He met her gaze evenly. Airachnid's smirk turned bitter.

"One of these days, you're not going to have anything to shield yourself with," she murmured. "There won't be anyone around to save you, and you will be all.  _ Alone." _

Starscream's wings tightened together, and he clenched his fists to keep them from shaking. Airachnid studied him a moment.

Suddenly, the left side of his face exploded in pain. Starscream's head snapped to the side at the suddenness of the blow. Startled, he cupped his cheek, but pulled his servo back when he felt something wet oozing from his wound. Energon.

He looked from his bloodied servo to Airachnid's smug face.

"That's for being an insolent little snit," she said. "Dismissed."

She transformed back into her bipedal mode, and sauntered off down the hall. Starscream watched her, optics wide.

Fury swelled in his spark, and his vents turned ragged as he fixated on her retreating back, where those stupid extra legs of hers swayed and bobbed and  _ begged _ to be ripped out of their sockets. 

Starscream was no stranger to being assaulted, whether by Megatron or the enemy, but this? This was unaccaptable. He couldn't exactly begrudge the Autobots for fighting back, and Megatron... 

Well. Airachnid was no Megatron. She commanded no such respect, held none of that hard-earned authority that Starscream couldn't help but admire despite his envy and- and hatred, maybe, he didn't care to investigate those feelings- 

Airachnid had no right. She was an interloper, an outsider, she was not a figure of authority in his life and she had  _ no right- _

As he glanced back to the energon dripping off his servo, a firm resolution solidified in his roiling spark. She was going to die for that.

Starscream was going to kill her.

...

Soundwave deactivated his combat protocols and shut down the groundbridge activation codes as Airachnid walked away.

It was bad enough that Lord Megatron had needlessly injured Starscream, but something about seeing Airachnid harrass the seeker  _ burned. _ He was uncertain why he was so angry.

Perhaps because he did not respect Airachnid, and held no loyalty to her? There was something  _ more _ to it, though- something that had reared its head when she had dared to touch Starscream's wing-

It wasn't even that Soundwave didn't agree that the seeker could be an idiot and a coward, but he was not  _ Airachnid's _ to criticize. He was not hers to touch. 

_ And whose is he?  _ Lazerbeak asked sardonically. 

Mine, a part of Soundwave thought. Mine. Mine. Mineminemine. 

He squashed it ruthlessly. They all belonged to Lord Megatron, obviously. 

_Obviously,_ Lazerbeak parroted, thoroughly unconvinced. 

Yes. Soon, Soundwave would rid them of that unruly pest. 

Soundwave was going to kill her.


	13. Company, Part One

**Summary for the Chapter:**

> Starscream is forcibly socialized.

**Notes for the Chapter:**

> I know it's been almost a month, I apologize- I had a massive, ridiculous anxiety attack a few weeks ago, so I've been rebooting. 
> 
> This was originally going to be one chapter, but it got too long. I don't know how quickly the other half will come along, but the important bits are all written out! 
> 
> Thank you for your patience!

  
The first thing Starscream did after he was repaired was rake his claws across his already sliced to the Pit berth, cutting through the softer metal like tin foil. 

The _second_ thing he did was plop his aft on top of the mess, pull out his personal log, and spend a good while listing each and every single one of Airachnid's faults- from her paintjob to her lack of commitment towards the Decepticon Cause. 

"Stupid fragging spider-glitch," he muttered, typing away furiously. "She thinks she's  _ so _ special, with all her... Her  _ legs!"  _

Who even  _ needed _ that many legs, anyway? There was no variety!  _ Starscream  _ had eight limbs, too, and four of  _ his  _ were wings!

In the middle of typing up a particularly scathing diatribe, Soundwave pinged him his new roster. He looked it over, pushing away the ache welling in his chest.

It looked so... Empty. A testament to all the responsibilities he was no longer entrusted with. A glaring reminder of his failure. That Megatron didn't think him capable enough to manage his long-held post.

How  _ far _ he had fallen-

Starscream bit his tongue, hard. Self-pity was for  _ fools! _ All his new free time simply meant that he had more time to plot Airachnid's demise, and make it as gruesome as he possibly could. 

He grinned to himself, chuckling darkly. Oh, yes. The details would be  _ excruciating. _

His ( completely unnecessary) demotion was merely another opportunity to prove himself, and prove himself he  _ would. _

...

Starscream was smirking.

Normally, at the appearance of such an expression, Soundwave would be apprehensive-  especially after a beating. This time, however, he felt an overpowering sense of relief.

Starscream was alright. 

With that information secure in his mind, he focused his attention on Lazerbeak, who was calculating chemical formulas in her mind. 

_ The compound is nearly complete, no thanks to you,  _ she said snidely. 

Soundwave expressed his remorse in a small pulse of apology, and joined in the calculations.

...

The next morning found Starscream slumped in a corner in the dispensary, glaring into his fuel. 

Knockout ignored his little pity-party. It wasn't  _ his _ problem.If Starscream didn't want to be demoted, he shouldn't have done something so apocalyptically stupid in the first place.

Breakdown seemed to think otherwise.

"I feel a little bad for him," the large mech whispered, leaning into Knockout's personal space in a manner he probably  thought  was inconspicuous and conspiratorial.

Knockout stirred cobalt flakes into his fuel, thoroughly unimpressed. 

"I don't," he replied flatly. "He's smarter than he acts, he has no excuse." 

Breakdown huffed, as if there were something about the situation Knockout was failing to grasp.

"I think he needs some company," he said, moving to stand up. "I'm gonna go talk to him."

Knockout's servo shot to his partner's forearm in a flash, pulling him back down.

"Absolutely not," he snapped. "He will  _ maim _ you!"

"Not if _you're_ with me."

"No," Knockout said curtly.

_ "Doc,"  _ Breakdown whined, staring at him imploringly. "C'mon, we can invite him for drinks-"

"Are you out of your  _ mind?!" _ Knockout hissed. Breakdown shrugged.

"He's not our superior officer anymore, it wouldn't be  _ completely _ weird," he said. Knockout scoffed. "Besides, imagine what you can get out of him if he's overcharged? You might even convince him to share some of that fancy polish you want so bad!" 

Knockout paused, the promise of an inebriated Starscream warring with his good sense.

"... Perhaps," the medic said slowly, turning over the options in his mind, "I will go with you to poke the bear- _only_ to make sure you don't get stabbed!"

Breakdown shot him a smug little smile that looked completely out of place with the rest of his giant self. 

"I knew you'd see it my way," he said, grabbing his fuel and giving his partner a gentle push in Starscream's direction.

"Of _course_ you want me to go first," Knockout grumbled half-heartedly, marching over to the table in the corner. 

"He won't stab  _ you!"  _ Breakdown whispered. 

Starscream scowled as they approached, but didn't look up.

"What do you want," he grumbled tiredly. Knockout took a seat across from him, eyeing the seeker's talons warily. Breakdown sat next to him, further out of stabbing range.

"You looked as though you could use some company," the medic said. 

Starscream raised an optical ridge.

"You're mistaken," he replied. Knockout scoffed.

_ "Puh-lease, _ you-"

"Looked lonely!" Breakdown interrupted his partner before he could say something offensive. (Knockout wanted to resent that, but based on Starscream's general demeanor, he could admit that it had probably been a good idea.)

Starscream curled his lip.

"How  _ benevolent _ of you," he sneered. There was a long, uncomfortable pause. Starscream went back to glowering at his energon. Finally, Breakdown broke the silence.

"So... How have you been?" He asked awkwardly, forcing a smile. Knockout shuttered his optics and counted to ten, abstaining from burying his face in his servos.

Starscream shot the two of them a sharp glare.

"How do you  _ think  _ I've been, you _clueless oaf?!"_ He hissed, digging hia claws into the table. "I don't need your company, and I certainly don't need your  _ pity." _

Breakdown shrank back. Demoted or not, Starscream had been his Commander for eons, and the poor mech was an absolute doormat in the face of authority figures. 

"Breakdown, be a dear and go fetch me another scoop of cobalt flakes?" The medic asked, pushing his cube into his partner's servos with a pleasant smile. "My fuel is terribly bland, you see."

Breakdown gave him a flat look, as if he knew exactly what Knockout was thinking (which he probably did- he wasn't being particularly subtle), but gave a short nod.

"Be right back," he said, standing up. 

As soon as his back was turned, Knockout's smile fell.

"Be nice to Breakdown," he said flatly. Starscream sneered.

"Or  what?" He drawled. "You can't threaten me!" 

Knockout's optic twitched.

"You're not our superior officer anymore," he replied cooly. "In fact, technically  _ I  _ outrank  _ you  _ now- and need I remind you how often you find yourself completely at my mercy? One of these days, I may not feel inclined to be so benevolent." 

Starscream's optics widened, and he scowled at his cube. Knockout slammed his servo on the table to regain his attention, causing the seeker to jump.

"Breakdown, for whatever reason, is choosing to be nice to you," he firmly, "and  _ it is not unreasonable to expect you to return the favor.  _ Have I made myself clear?"

Starscream pouted at him, looking for all the world like a put-out newspark. Knockout raised his optical ridges.

"Crystal," Starscream ground out through clenched denta. Knockout's cheery expression slid back into place.

"Wonderful!" He chirped. "He's coming back. How about you practice being more civil?"

Starscream glared at him. Knockout held his gaze for a long moment until, finally, the seeker's face evened out into something less irritated and more neutral. Knockout nodded his approval.

"Here you go," Breakdown said as he approached, passing the cube to his partner. Knockout smiled at him.

"Excellent," he replied. "Now, I believe there was something you were meaning to ask Starscream?"

Breakdown stiffened, giving Knockout a panicked, betrayed look before resetting his vocalizer. 

"Uh," he said intelligently, anxiously twiddling his oversized thumbs, "well, since you and I have the same schedule now, I was wondering..."

Starscream quirked an optical ridge, staring at him as if to say 'get on with it.' Knockout shot him a warning glare. 

"... I mean, if you want to, maybe you could join Knockout and I for drinks? Tonight?" Breakdown looked as though he wanted to spontaneously combust. 

"We have the good stuff," Knockout added, sparing his partner the prolonged attention of their terrifying former Commander. 

Starscream glanced curiously between the two of them, then sighed. 

"Might as well," he muttered. "Safety in numbers, and all that." Knockout's optical ridges furrowed.

"What do you mean by that?" He asked. Starscream's optics widened.

"Oh, nothing," he replied stiffly. "Where should we meet?"

**Notes for the Chapter:**

> Breakdown, usually: what's up NERDS, I bet you can't beat me in a f i s t f i g h t!  
> Breakdown, in the presence of an Authority Figure™️: hi hello i apologize if my existence is irritating you,
> 
> Thank you so much for reading, don'y forget to keave a comment or kudos if you enjoyed!!! :D


	14. Company, Part 2

**Summary for the Chapter:**

> Starscream gets wasted.

**Notes for the Chapter:**

> This took longer than anticipated, so I thank you for your patience!!! 
> 
> Warnings for: emetophobia, violence, and use of an alcohol-equivalent/getting drunk.

  
Starscream knocked on the door to Knockout's quarters and waited, tapping his pede anxiously. It had been a long, humiliating day full of drudgery and repressed fury, and he was ready to get irresponsibly inebriated.

The door slid open to reveal the Decepticon CMO in all his (terribly short, in Starscream's opinion) glory. 

"Good evening, _Herr-_ er, Starscream," he greeted, ushering his guest inside. 

Starscream didn't know what he had been expecting, but he certainly hadn't anticipated that everything would be quite so...  _ Pristine.  _ All of Knockout's possessions were neatly organized, his berth was smooth and polished to shine, and there was not a speck of dust or grime in sight. Various expensive-looking baubles decorated the room. Breakdown, who was perched stiffly at the edge of a little bench in the corner, gave him a polite nod. 

"I know it's not particularly _lavish,"_ the medic continued as the door slid shut behind them, "but you know how war is." He retrieved a large, ornate flask from his berthside table that would not have been out of place in Starscream's creators' collection of antiques. 

Starscream thought back to his own quarters, with their messy, uneven piles of datapads, a berth that looked like it had barely survived a scraplet infestation, and the small patch of rust that had been lingering in the corner for the past few millennia that he had decided to ignore, and made the resolution that he would allow neither the good Doctor nor his assistant to _ever_ see inside.

"It's...  _ Passable," _ he sniffed, faking a sneer. "Where did even get all this in the first place?" Knockout smiled mischievously.

"Let's just say it was...  _ Inherited,"  _ he replied with a wink.

"We used to go scavenging in the wreckage of the towers after Iacon fell," Breakdown added flatly. Knockout shot him a glare. "What? It's true!" 

"Details," the medic muttered with a dismissive little flutter of his digits. 

"What sort of high-grade is that?" Starscream asked, gesturing to the flask. Knockout's mischievous grin returned.

"I have  _ no idea, _ but it's over four million years old!" He replied.

Ordinarily, Starscream would be wary of drinking odd substances found in the ruins of the homes of the notoriously secretive governing class of Cybertron (after all, age did strange things to high-grade), but the promise of getting absolutely slagged was too tempting to turn down. He crossed the room in a few quick strides and took a seat next to Breakdown, who had unsubspaced three of the smallest cubes he had ever seen.

"Let's do it," he said. 

Knockout sat on his other side and uncapped the flask, optics glowing excitedly. He then took one of the undersized cubes, poured the  smallest amount of bright blue substance into it, and offered it to Starscream.

"Would you like to go first?" He asked, perhaps a bit too eagerly. "I can't see why you wouldn't want to- unless you're too _scared?"_ Starscream glanced between him and the potentially hazardous high-grade, pushing down his unease.

_"Please,"_ he scoffed, gingerly accepting the cube. "I think you'll find that I can _more_ than handle myself with such a  _ miniscule  _ amount as this!"

Without further ado, he knocked it back.

...

Three hours and ten shots later, Starscream found himself pacing the floor in front of his hosts, completely unable to shut up. 

"... Most over the top, ridiculous ideas I've ever heard, but of course Megatron listens to  _ him!"  _ He ranted, shaking his servos as if to strangle the air. "Nobody  _ ever  _ listens to  _ me, _ even though I'm  always  right! Who predicted the utter failure of attack pattern Delta-zero-five at the battle for control over Regulon IV?  _ Not fragging Shockwave!" _

Breakdown hummed half-heartedly to show that he was listening, head propped against one giant fist. Knockout took a swig straight from the flask. Neither of them appeared interested in what he had to say, but Starscream didn't care.

"Speaking  of stupid, over-hyped idiots whose names end in 'wave,' I want to kick Soundwave right in the panels!" Starscream declared, punctuating his words with high kick (and narrowly missing a shelf of shiny baubles). 

"I'll drink to that!" Breakdown said, accepting the flask from his partner and knocking it back.

"Here, here," Knockout slurred, slumping against the wall. Starscream nodded. 

"He's so  _ confusing,"  _ he continued, pace becoming more of a stomp. "First, he starts being  nice for no reason, then as soon as I think we  have something, he starts- he starts  _ ignoring _ me again like I'm not worth the trouble!"

"Ouch," Knockout said, picking his claws.

"Sounds like he hurt your feelings," Breakdown added. Starscream stiffened.

"Ex _-_ _cuse you?!" _ He shrieked, wings flaring high and wide.  _ "'Feelings?!'  _ I don't have  _ feelings, _ I'm cold and calculating and  _completely level-headed, slag you!" _

Neither of the grounders appeared particularly impressed with that. Starscream stomped over to Breakdown and snatched the flask out of his grasp.

"Give me that," he growled, and emptied what was left in two long gulps, wobbling on his pedes. Breakdown reached out to steady him.

"Easy there," he said, pulling Starscream towards the bench. "Why don't you sit down?" 

Starscream slapped his servos away, but took his seat regardless. As soon as he took his weight off his pedes, he found he didn't want to get up again. It was getting rather warm.

Knockout turned to face him with a frown.

"Starscream? Hey, Starscream," he said, poking the seeker's shoulder with one sharp digit. Starscream glared at him.

"What,"  he hissed. 

"You"- Knockout punctuated the word with a poke to Starscream's chestplate- "need to calm down. Always. You should always be calming down." Starscream curled his lip.

"Is that so?" He asked flatly. Knockout nodded, a completely serious look on his face.

"Yeah. You need to cool your jets." He paused, then cracked up so hard he doubled over. "'Cool your jets'- hey, Breakdown, Starscream needs to  _ cool his jets!" _

Breakdown burst into raucous laughter, clutching his midsection. Starscream bristled, even as his shoulders were un-tensing.

"I haven't relaxed in  four million years,  and I'm not about to start now!" He declared, ignoring the fact that his visual feed was fuzzing around the edges. He slumped against the wall. "I'm... I'm very vigilant!" His wings slowly sagged to his sides.

Charge was humming through his frame, heating his ciruits, causing his biolights to flush and cooling fans to click online. Something shifted inside his fuel tank, and the heat became more of a burn that migrated to his midsection. He groaned. Out of the corner of his optic, he saw Knockout stiffen, and something yanked him to his pedes.

"Oh, no," the medic muttered, dragging Starscream along by his arm. "Oh, no, no, no, not in my room you don't!" 

There was a  swish  of the door, and Starscream was abruptly shoved into the corridor. He lost his balance, fell to his servos and knees, and emptied his tanks all over the floor. 

He retched, feeling every strut in his frame tense and contract painfully. A hesitant servo patted his shoulder.

"It probably wasn't a good idea to finish the last of it," Knockout muttered. "I think it was too much for your systems to handle without overheating."

Starscream fanned his wings as far apart as they could get, relishing in the cool air circulating through the corridor. 

"Y-You think?" He croaked over the whirring of his overtaxed cooling fans. His fuel tank contracted, sending him into another spasming heave. Knockout hummed sympathetically.

"You don't drink very often, do you?" He asked. With a full-frame shudder, Starscream finished gagging and pinned the medic with a nasty glare. 

"Shut up," he spat, wiping his chin with the back of his servo. He looked down at the puddle of vomit and curled his lip. "What a _waste."_

Knockout scoffed.

"Hardly. That stuff was _terrible,"_ he replied. "I'm surprised we didn't poison ourselves." Starscream chuckled, staggering to his pedes.

"We're _idiots,"_ he said. "Every last one of us. A bunch of idiots on a ship in the middle of nowhere. Eventually we're all going to starve to death, and Megatron doesn't even care."

Knockout's optics darted around the corridor warily. 

"Uh, Starscream?" He asked nervously. "Maybe you should keep it down-"

"We're all going to  _ die _ out here," Starscream continued loudly, staring at nothing. "We're  _ never _ going to win this war. Cybertron is  _ never _ coming back. Perhaps I should take  _ comfort _ in the fact that I'm one misstep away from being executed for  _ real-" _

Knockout backhanded him, hard. 

The sound echoed through the corridor. They stared at each other with wide, horrified optics.

"Are you  _ insane?!" _ The medic hissed. "You're going to get us both killed!" 

Starscream gaped, bringing a shaky servo to his cheek. Knockout pointed down the corridor with a trembling digit.

"Get yourself cleaned up in the washracks and go to bed," he ordered quietly. "You had better  _ pray _ Soundwave wasn't paying attention to that, because I won't hesitate to throw you under the bus to keep Breakdown and I safe." 

Stunned, Starscream nodded dumbly and began trudging away, still cupping his cheek. A heavy sigh sounded behind him.

"Wait." He stopped and turned around. Knockout approached him with tentative steps, beckoning him closer. "Let me see that."

Starscream obeyed, allowing Knockout to push his servo aside and take a look at his face. A heavy silence hung over them, broken only by the ever-present hum of the systems of the  Nemesis.  When the medic didn't appear to find any damage, he released him with another sigh. 

"... I shouldn't have done that," he admitted quietly. Starscream knew it was the closest thing to an apology he was going to get. 

"I probably deserved it," he replied sardonically. Knockout frowned at that.

"You can do better than this," he said sternly. "You're smarter than this. Pull yourself together." Starscream stared at him for a long moment.

"... So I keep telling myself," he murmured. There was a heavy, awkward pause as they stared at each other. Finally, Starscream nodded. "Goodnight, Doctor." He turned to leave.

"Goodnight," Knockout called after him.

...

Starscream swayed under the solvent spray, staring at his pedes. They went in and out of focus as his optical feed glitched and recalibrated itself over and over again. 

His thoughts were difficult to keep track of, slipping from one thing to the next like warm oil through his digits. 

Speaking of, it had been a fair amount of time since his last oil bath-

Something sticky hit him in the side and knocked him over. Before he could escape, several more globs of the stuff enveloped his frame until he was pinned to the floor in a sort of cocoon, trapped and utterly helpless.

"Alone in the wash racks during the  _ night cycle? _ You're either insulting me, or stupid," Airachnid said, stepping into his field of vision. 

_"Scrap,"_ Starscream whined, spluttering as solvent splattered all over his face. "Do we have to do this right now?" Airachnid gave him a scrutinizing look and quirked an optical ridge.

"Are you  _ overcharged?"  _ She asked incredulously. "Stupid it is, then." Starscream's optics widened.

"Hold on- wait! Why don't we talk about this like _reasonable-_ mmf!" Starscream was quickly silenced with a web to his mouth.

"Would you  _ shut up?"  _ Airachnid sneered, straddling his legs. "You're like those obnoxious little 'birds' that never stop  _ squeaking, _ you're practically  _ begging  _ for someone to claw your vocalizer out!" Small blades emerged from her digit-tips with a quiet  _ snick. _

Starscream's fruitless struggles increased as she slowly caressed the side of his head, wide optics darting every which way in search of an escape. Airachnid grabbed his jaw and forced him to focus on her.

"No one is coming to save you, Starscream," she murmured, digging the blade at the end of her thumb into his chin. His yelp of pain was muffled by the webbing, and she chuckled. "So  _sensitive._ You can wear the drab paintjob and the sour expression, but at the end of the day, you don't have what it takes to be like Megatron- and don't think it's not obvious how badly you  want  to." 

Starscream glared up at his assailant, calling her all manner of insulting things in his processor. She scoffed.

"Oh, come now- you have to admit, you had this coming," she said. "You prance around the ship playing at being important, but no one really  _ respects _ you. And why should they? Your insecurities are bared for  _ everyone _ to see, it's really quite pathetic." 

She raised one thin, delicate appendage above her head, aiming for Starscream's midsection with a smirk.

"Speaking of  _ bare, _ why don't we start where you didn't bother with any armor? Really quite arrogant of you to assume you would be safe with that grating personality of yours." 

Starscream shrieked and squirmed in his bindings, only successfully managing to wriggle ever so slightly beneath his captor. Airachnid grabbed his face and slammed his head into the floor with a snarl, her pointy armor digging into his cheeks and facial vents. 

"Stay  still,  unless you want me to hit something  _ vital,"  _ she snapped. Starscream stilled abruptly, optics wide with primal fear. Airachnid patted his cheek mockingly and drew back. "Good boy. Now, let's see what makes Megatron think you're so  _ special-" _

Suddenly, she froze up, electricity arcing between her seams, then slumped sideways onto the floor with a  _ clank.  _

Soundwave withdrew his cables back into their compartments and approached them with slow, measured steps. The memory of his foolish, treasonous declarations crept into Starscream's mind, and felt his spark sink.  


The seeker watched his frightened reflection draw nearer in Soundwave's empty, all-seeing visor as the spymaster crouched next to him, field open and alive and very, very clearly conveying his intentions.

  
Soundwave was _angry._ Violently so.

**Notes for the Chapter:**

> Out of the frying pan and into the fire. Perhaps. 
> 
> Thank you for reading!!! Don't forget to leave comments or kudos if you enjoyed!!! :D


	15. Oh No

**Summary for the Chapter:**

> Shit hits the fan.

**Notes for the Chapter:**

> Hello all my beautiful readers, please feel free to lambast me for abandoning you for FOUR FUCKING MONTHS, my excuse is that I am a mess.
> 
> I've had the majority of this chapter sitting in my drafts since fucking September, but my brain just would NOT connect the interesting parts together into a coherent narrative. 
> 
> I'm actually proud of myself for pulling myself together and like. Having a personality that isn't 'lowkey depression masquerading as a human being.' 
> 
> Here is my holiday gift to y'all for being SO fucking patient with me!
> 
> WARNING: Megatron and his usual toxicity.

  
Starscream emerged from what must have been stasis in his berth, covered in sticky residue. His optics powered online to the  _ lovely _ sight of Soundwave's empty visor hovering inches from his face.

He yelped, slashing wildly on instinct. Soundwave reared back just in time to avoid impaling his optics on Starscream's claws. The seeker pressed himself against the wall and held a servo over his chestplate, fans whirring at their highest speed.

"What the  _ frag,  _ Soundwave?!" He screeched. "How did you get into my room- nevermind, _of_ _ course  _ you know the passcode- what is  _ wrong  _ with you? _Why_ are you in here?!"

The spymaster tilted his head ever so slightly, giving Starscream the impression that he was slightly offended. How _audacious._

"Oh, don't look at me like that-" 

_ 'Query: last memory prior to awakening?'  _ Soundwave commed, cutting him off. 

Starscream narrowed his optics, skimmed his memory banks, and froze. The washracks, Airachnid, Soundwave's  blinding, all-consuming _rage-_

"Oh," he murmured, feeling dread creep into his lines like ice. He hunched in on himself. "I- forgive me, Soundwave, it's been stressful lately, you know how it is-"

Soundwave raised a servo. Starscream flinched, awaiting whatever it was that the spymaster was going to do to him.

Nothing happened.

Starscream onlined his optics to find that Soundwave had halted in his tracks, servo outstretched towards him. Slowly, as if taking great care not to startle him, the spymaster moved to cup his face. 

Starscream's spark leapt into his throat as Soundwave gently took hold of his jaw, turning his head to inspect his face at different angles. They were silent. The atmosphere in the room felt as heavy and electric as a brewing thunderstorm, thick with  something  he couldn't quite pin down that felt _significant-_ something he was almost afraid to name. The tension swelled and crescendoed until he could bear it no longer.

"... What?" He squeaked intelligently, staring into Soundwave's mask where he was fairly certain his optics were located. 

_ 'Soundwave: inspecting welds,'  _ the spymaster answered, running a digit over an unusually sensitive spot on his cheek. The pieces clicked together in Starscream's mind.

Oh. 

Soundwave had repaired the injuries to his face.

A veritable tidal wave of that  significance  crashed over Starscream, squeezing the air out of his vents. He felt as though he were in freefall, feeling gravity's pull on his internals as he plummeted towards the ground at terminal velocity, and everything in him wanted to let himself fall instead of doing the  _ sensible  _ thing and _engaging his thrusters,_ what was he _thinking,_ _ whatdiditmean-? _

"Eh?" He choked out, wings almost trembling in excitement. "You- you. What? Why?"

Soundwave didn't reply, and stroked the weld one last time before releasing Starscream's face. The spymaster stepped back, taking with him that tingling, electrified freefall feeling. Starscream tried not to be disappointed. 

"And- and- what about Airachnid?" He continued, processor catching up the implications of his situation. Soundwave was unreadable.

_ 'Airachnid: neutralized,'  _ he replied cryptically. 

Starscream felt as though an enormous weight had slipped off his shoulders. He no longer had to compete. He would return to his position. A goofy grin stretched across his face, and he all but leapt to his pedes. 

"Soundwave, you are a  _ genius!"  _ He exclaimed. "You are amazing, magnificent, _resplendent,_ my absolute  _ favorite  _ mech in the  entire universe, I owe you my very _spark-"_ He paused, frowning. "Wait a minute- Why did you do this? Is there something you want?" 

Soundwave stiffened impercetibly, field drawn so close that it almost felt nonexistant. Then, he turned around and swiftly exited the quarters.

Starscream stared after him, mouth agape, torn between exhilaration and fury. 

"Well, then," he said, shifting his weight uncertainly. "That was... Rude?"

He sat there for a minute, watching the door in suffocating silence. A low fuel warning appeared at the top of his HUD, reminding him of the outside world. 

"Well, I suppose I'll just have to wait for my impending promotion," he murmured to himself. 

...

Starscream shifted his weight uncertainly as he loitered near a console in the command center. He stole a glance at Megatron, who had yet to turn around and acknowledge his presence.

The atmosphere was tense, filled with an oppressive silence only broken the  _ clackclackclack  _ of vehicon servos typing away at their stations. Starscream resisted the urge to audibly reset his vocalizer.

The thing about Megatron's full attention was that one never knew what exactly would transpire once they managed to attract it. A million little ever-changing variables, such as his master's mood, whatever happened to be on his mind, and the way one presented oneself, could be the difference between a promotion and a trip to the medbay. Megatron was unpredictable and inscrutable, making every interaction with him a roll of the dice. 

Despite his less-than-stellar track record in the courting-favor-with-warlords department, Starscream was prepared to make that gamble once again.

Soon.

When Megatron decided it was a good time for them to discuss things. 

The seconds ticked by, becoming long minutes. Starscream sneaked another glace. 

Well. Perhaps he could find something to occupy his time- it wasn't as if his presence was in high demand any longer-

"Starscream."

-And the wager was on.

"Ah- Yes, my lord?" Starscream stammered, shrinking at his tone. The warlord narrowed his optics.

"Don't think I haven't noticed how long you've been standing there. I heard you walk into the room fifteen minutes ago, and not a sound since." The entire bridge stared at him. Internally, Starscream cursed his unique pede-steps. Very slowly, Megatron turned around and fixed him with a glare. "What are you plotting?" 

Damn his terrible luck. 

Starscream was rooted to the spot. Beneath his plating, the sensation of molten pinpricks danced across his protoform. He suppressed the urge to dial up his cooling fans in response.

"Nothing- and I really mean it this time!" He squeaked. 

"You'll have to forgive my suspicion," Megatron replied sarcastically, voice crescendoing into thunderous boom as he spoke, "as I am sure you understand why a statement like  that doesn't exactly inspire  _ confidence,  _ Starscream!" 

Starscream winced.

"I- um... Fair point, my liege." 

"Have you forgotten that this is the  _ exact _ sort of behavior that lost you your position?" Megatron continued, apparently needing to release some pent-up frustration. "It is a simple thing, loyalty- and  yet,  I cannot seem to find a Second– or  _ Decepticon,  _ for that matter– who is physically capable of going any length of time without  _betraying_ me!" 

Oh, he was in a  _ mood  _ today. Starscream giggled nervously. Megatron's optic twitched.

"First  you,  and your...  _ Everything,  _ and _now_ Soundwave informs me that Airachnid has disappeared without a trace!" Starscream snuck a glance at aforementioned spymaster, who was diligently typing away at his console as if completely unperturbed. Megatron released a frustrated growl. "In fact,  Soundwave  is the _only_ subordinate who has proved worthy of my trust! Is his behavior  _ so  _ _difficult_ to emulate-?!"

A ceiling grate crashed to the floor, interrupting Megatron's tirade. Airachnid, battered and  _ livid,  _ heaved herself out of the open vent and landed in a graceless heap in front of the flummoxed warlord. Starscream clenched his fist until it shook, and shot a poisonous glare at a very tense Soundwave.

As if nothing had happened, Airachnid stood and deftly brushed a tangle of dust off of her shoulder.

"Lord Megatron," she greeted tightly, through clenched denta. 

"... Airachnid," Megatron replied evenly. "What is the meaning of this?" Airachnid inspected her claws.

"You'll have to forgive my absence, I was busy avoiding  _ every single defensive measure _ that the  _ Nemesis  _ is equipped with!" She, also, shot Soundwave a murderous scowl. 

Starscream could almost  _ hear  _ the mechanisms in Megatron's processor whirring away.

_ "What.  _ Exactly. Does that mean?" He asked tightly. Airachnid made a frustrated hiss.

"It  _ means  _ that your 'loyal' Soundwave attempted to  _ kill me _ after I managed to escape from where he  _ bridged me into the arctic!" _

...

Soundwave held very still as Megatron very slowly turned to fix him with a very furious look. From his corner, Starscream was glaring at him like he was mentally cataloguing every single one of his possible weak points for future referemce.

Perhaps worst of all, Lazerbeak radiated a scathing mix of anger and fear. She had nothing to say to him.

"Soundwave, is this true?" Megatron asked softly. The spymaster was silent for a long moment, cursing himself for failing to be thorough.

"Negative," replied a recording of Shockwave.

Megatron narrowed his optics. 

"Lord Megatron, he's  _ clearly _ lying," Airachnid protested. The warlord looked between the two of them, scrutinizing. He clenched his fist.

"Clear the room," he commanded, then narrowed his optics at Soundwave. "Except for  _ you." _

Nobody needed to be told twice. Airachnid smirked nastily at him before turning heel and following the rest of the bridge.

And then, they were alone. 

"Do not think I haven't noticed your slip in performance, _Soundwave,"_ Megatron snapped, tone dripping with disdain. "Your reports are incomplete, your observations have been less thorough, you try to  _ kill _ my second in command, and _now_ you have the  _ audacity _ to believe that you can get away with  _ lying  to me?"  _

Soundwave didn't move, every strut and cable locked tight.

"Ordinarily, I would be more accomodating," Megatron continued. "Your skillset is unparalleled, and I have long considered you my most faithful follower- which is why I haven't _killed_ you for your  insolence!  I would have trusted your judgement if you had been honest, Soundwave... But to _hide_ things from me?  _ Lying  _ to me? That implies that you were doing something you were  aware you should not have been doing."

A wave of shame and panic overwhelmed Soundwave enough that his digits twitched minutely, and his visor angled ever so slightly towards the floor. Megatron's gaze burned into him like a concentrated particle beam.

"It is clear that I can no longer trust you to behave of your own volition, so I will need  _ insurance." _ Megatron held out his servo. "Lazerbeak, to me."

Soundwave's spark felt as though it had stopped spinning. His vents locked shut. 

...

Soundwave didn't remember much of his life before the Pits. Whether that was a product of time or the mods, he couldn't say.

What he  did  remember was Lazerbeak- just as he remembered all of his symbionts, in small fragments of images and feelings. He remembered when she was smaller- too young to process words, but capable of communicating her feelings through weak little pulses over their bond while docked- a faint whisper of ancient data in his oldest memory files, but still recognizable. 

She was nestled in his servos- which were a different shape back then, more capable of grasping and holding- chirping a soft little tune while he stroked her back. Such a new thing, a _tiny_ thing; projecting her love through small flutters of her underdeveloped EM field. 

Soundwave treasured that memory. Lazerbeak was his last surviving creation- precious to him in a way he couldn't articulate, a way that made up the core of his being. All that remained of his old self  _ screamed _ in horror. 

_ Primus in the Pit,  _ Lazerbeak murmured.  _ What have you  _ done?!

Soundwave was silent. For once, he did not have a plan.

**Notes for the Chapter:**

> Aaaaa that felt good to finally draft. Thanks for reading!!! Don't forget to leave comments or kudos id you enjoyed!

**Author's Note:**

> Thanks for reading! 
> 
> Let me know what you think- please comment or leave kudos if you enjoyed! :)


End file.
